Common use of Restrictive Covenants Clause in Contracts

Restrictive Covenants. (a) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. (a) For During Executive’s employment and for a period of twelve one (121) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to year following the termination of his Executive’s employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he Executive will be able not compete directly with the Company anywhere in the world by rendering services or providing assistance for himself or on behalf of any other person or entity, in any line of business in which the Company is engaged or has made preparations to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination engage, as of the Employee's termination date of Executive’s employment with the Company. The Employee term “compete” as used herein means that Executive engages in research, development, design, consulting, manufacturing, marketing, promotion or sales with respect to the Company’s business for a third party or for its or his own interest. (b) Executive agrees that during the period stated in subsection (a) above, he will not (i) directly solicit or encourage in any manner the resignation of any employee of the Company or any of its subsidiaries; or (ii) directly or indirectly solicit or divert customers, vendors, or business of the Company or any of its subsidiaries (provided that Executive may deal with any such customers or vendors in any manner which does not violate the provisions of subsection (a) above); or (iii) attempt to influence, directly or indirectly, any person or entity to cease, reduce, alter, or rearrange any business relationship with the Company or any of its subsidiaries. (c) Executive acknowledges and agrees that a remedy at law he considers the restrictions set forth in this Section 9 to be reasonable both individually and in the aggregate and that the duration, geographic scope, extent and application of these restrictions are no greater than is necessary for any breach or threatened breach by the Employee protection of the Company’s legitimate interests. It is the desire and intent of Executive and the Company that the provisions of this Section 8 9 shall be enforced to the fullest extent possible under the laws and public policies of the State of New Jersey. The Company and Executive further agree that if any particular provision or portion of this Section 9 shall be adjudicated to be invalid or unenforceable, such adjudication shall apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. The Company and Executive further agree that in the event that any restriction herein shall be found to be void or unenforceable but would be inadequatevalid or enforceable if some part or parts thereof were deleted or the period or area of application reduced, such restriction shall apply with modification as may be necessary to make it valid and Executive and the Company empower a court of competent jurisdiction to modify, reduce or otherwise reform such provision(s) in such fashion as to carry out the parties’ intent to grant the Company the maximum allowable protection consistent with the applicable law and facts and the express exceptions contained herein. (d) Without limiting the foregoing, Executive will not be deemed to be in competition with the Company by reason of his employment by an enterprise (“Subsequent Employer”) whose businesses include both (i) activities that involve the Company Technology (“Covered Business”); and (ii) activities that do not involve the Company Technology (“Excluded Business”) upon satisfaction of the following conditions: (A) Executive delivers to the Subsequent Employer a copy of this Agreement or an extract thereof setting forth fully and completely the restrictions set forth in this Section 9; (B) the Subsequent Employer executes and delivers to the Company a written agreement in which, as a condition to Executive’s employment, the Subsequent Employer (1) acknowledges receipt of such restriction, (2) agrees to employ Executive only in the Excluded Business, (3) agrees to cause the executive in charge of the Covered Business to acknowledge such restrictions in writing and agree that Executive will not be permitted to participate in the Covered Business, (4) agrees to establish reasonable internal policies and procedures to prevent violation of such restrictions or disclosure by Executive to personnel engaged in the Covered Business, and the Employee therefore (5) agrees that the Company shall be entitled to injunctive relief in case of any enforce such breach or threatened breachagreement directly against the Subsequent employer; and (C) Executive and the Subsequent Employer perform their obligations pursuant to this Agreement and such agreement.

Restrictive Covenants. The Company has provided and shall provide in the future to the Employee, confidential and proprietary information as that term is defined in Section 9 of this Agreement (a) For “Confidential Information”). The Employee acknowledges that in the course of his employment with the Company as a member of the Company’s senior executive and management team, he shall be given possession of and access to Confidential Information of the Company and its affiliates, and will develop through such employment business systems, methods of doing business, and contacts within the death care industry, all of which will help to identify him with the business and goodwill of the Company. Consequently, it is important that the Company protect its interests in regard to such matters from unfair competition. In consideration of the Confidential Information that has been received and that the Company covenants to provide the Employee in the future, the sufficiency of which is hereby acknowledged by the Employee, the Employee agrees to enter into the covenants contained in this Agreement. The parties therefore agree that for so long as the Employee shall remain employed by the Company and, if the employment of the Employee ceases for any reason (including voluntary resignation), then for a period of twelve two (122) months after the expiration or termination of this Agreement for any reason whatsoeveryears thereafter, the Employee shall not, directly or indirectly: (i) alone or for his own account, engage in activities foror as a officer, nor render services (similar director, shareholder, partner, member, trustee, employee, consultant, advisor, agent or reasonably related to those in which the Employee shall have rendered to the Company) toany other capacity of any corporation, any personpartnership, joint venture, trust, or other business organization or entity, firmencourage, business organization which directly support, finance, be engaged in, interested in, or indirectly competes concerned with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage (x) any of the Company's employees to engage in any activity whichcompanies and entities described on Schedule I hereto, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant except to the extent that it finds any activities in connection therewith are confined exclusively outside the covenant to be reasonable under continental United States, or (y) any other business within the circumstances existing death care industry having an office or being conducted within a radius of fifty (50) miles of any funeral home, cemetery or other death care business owned or operated by the Company or any of its subsidiaries at the time.time of such termination; (dii) The Employee further acknowledges that: (1) induce or assist anyone in inducing in any way any employee of the event Company or any of its subsidiaries to resign or sever his or her employment or to breach an employment contract with the Company terminates for or any reasonsuch subsidiary; or (iii) own, he will manage, advise, encourage, support, finance, operate, join, control, or participate in the ownership, management, operation, or control of or be able to earn connected in any manner with any business which is or may be in the funeral, mortuary, crematory, cemetery or burial insurance business or in any business related thereto (x) as part of any of the companies or entities listed on Schedule I, or (y) otherwise within a livelihood without violating the foregoing restrictions; and radius of fifty (250) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention miles of any funeral home, cemetery or other death care business owned or operated by the Company. Company or any of its subsidiaries at the time of such termination. Notwithstanding the foregoing, the above covenants shall not prohibit the passive ownership of not more than one percent (e1%) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with outstanding voting securities of any entity within the Companydeath care industry. The Employee acknowledges that a remedy at law for any breach foregoing covenants shall not be held invalid or threatened breach by unenforceable because of the Employee scope of this Section 8 would be inadequatethe territory or actions subject hereto or restricted hereby, or the period of time within which such covenants respectively are operative, but the maximum territory, the action subject to such covenants and the Employee therefore agrees that the Company shall be entitled period of time they are enforceable are subject to injunctive relief in case any determination by a final judgment of any such breach or threatened breachcourt which has jurisdiction over the parties and subject matter.

Restrictive Covenants. (a) For Executive recognizes and acknowledges that the Company, Related Entities and their subsidiaries, through the expenditure of considerable time and money, have developed and will continue to develop in the Confidential Information. In consideration of his continued employment by the Company hereunder, Executive agrees that he will not, during the Restricted Period, directly or indirectly, make any disclosure of Confidential Information now or hereafter possessed by the Company, Related Entities, and/or any of their current or future, direct or indirect subsidiaries (collectively, the "Group"), to any person, partnership, corporation or entity either during or after the term hereunder, except to employees of the Group and to others within or without the Group, as Executive may deem necessary in order to conduct the Group's business and except as may be required pursuant to any court order, judgment or decision from any court of competent jurisdiction. The foregoing shall not apply to information which is in the public domain on the date hereof; which, after it is disclosed to Executive by the Group, is published or becomes part of the public domain through no fault of Executive; which is known to Executive prior to disclosure thereof to him by the Group as evidenced by his written records; or, after Executive is no longer employed by the Group, which is thereafter disclosed to Executive in good faith by a period third party which is not under any obligation of confidence or secrecy to the Group with respect to such information at the time of disclosure to him. The provisions of this Section 6 shall continue in full force and effect notwithstanding termination of Executive's employment under this Agreement or otherwise. (b) Executive agrees that if the Company has made and is continuing to make all required payments to him upon and after termination of his employment, then during the Restricted Period, Executive shall neither directly and/or indirectly (a) solicit, hire and/or contact any prior (within twelve (12) months) or then current employee of the Company and/or Related Entities nor any of their respective direct and/or indirect subsidiaries (collectively, the "Applicable Entities"), nor (b) solicit any business with any prior (within twelve (12) months after of termination) or then current customer and/or client of the expiration Applicable Entities. In addition, Executive shall not attempt (directly and/or indirectly) to do anything either by himself or termination of through others that he is prohibited from doing pursuant to this Section 12. Given that this Agreement for any reason whatsoeveris providing significant benefits to Executive, Executive hereby agrees that during the Employee shall Restricted Period, without the prior written consent of the Board, he will not, directly or indirectly, engage either as principal, manager, agent, consultant, officer, director, stockholder, partner, investor, lender or employee or in activities forany other capacity, nor render services (similar carry on, be engaged in or reasonably related have any financial interest in, any business which is in competition with any business of the Applicable Entities. For purposes of this section, a business shall be deemed to those be in competition with any business of the Applicable Entities if it is materially involved in the purchase, sale or other dealing in any property or the rendering of any service purchased, sold, dealt in or rendered by any member of the Applicable Entities within the same geographic area in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business such member of the Company to Applicable Entities effects such purchases, sales or dealings or renders such services; provided, however, that for the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts commencing with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the EmployeeExecutive's written request to the Company specifying the activities proposed employment, a business shall be deemed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in competition with any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction business of the Company and its counsel Applicable Entities only if it is materially involved in the retail brokerage business. Notwithstanding the foregoing, Executive shall be upon the Employee and allowed to make passive investments in publicly held competitive businesses as long as his prospective employer(s), partner(s) or companyownership is less than 5% of such business. (c) The parties acknowledge Executive acknowledges that they the restrictive covenants (the "Restrictive Covenants") contained in this Section 12 are a condition of his continued employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have attempted the power to limit reduce the Employee's geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. If Executive breaches, or threatens to breach, any of the Restrictive Covenants, the Company, in addition to and not in lieu of any other rights and remedies it may have at law or in equity, shall have the right to compete only injunctive relief; it being acknowledged and agreed to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent by Executive that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breachbreach would cause irreparable and continuing injury to the Company and that money damages would not provide an adequate remedy to the Company.

Restrictive Covenants. In order to induce Employer to enter into this Agreement, Executive hereby agrees as follows: (a) For a period Executive shall not divulge or furnish any trade secrets (as defined in IND. CODE §24-2-3-2) of twelve (12) months after Employer or any confidential information acquired by him while employed by Employer concerning the expiration policies, plans, procedures or termination customers of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related Employer to those in which the Employee shall have rendered to the Company) to, any person, entityfirm or corporation, firmother than Employer or with its prior written consent, business organization which or use any such trade secret or confidential information directly or indirectly competes with for Executive’s own benefit or for the Business benefit of the Company to the extent and insofar any person, firm or corporation other than Employer, as such competition is based on or exploits trade secrets and confidential information are confidential and shall at all times remain the Confidential Information or Inventions property of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this sectionEmployer. (b) For a period of twelve twenty-four (1224) months after the expiration or effective date of termination of Executive’s employment hereunder for reasons other than those set forth in Sections 5(b) and 6(a) of this Agreement for any reason whatsoeverAgreement, the Employee Executive shall not, directly or indirectly, provide banking or bank-related services to, or solicit the Company's employees banking or independent contractors to leave their employ bank-related business of, any customer of Employer at the time of such provision of services or terminate their contracts solicitation which Executive served either alone or with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was others while employed by Employer within the geographic region or under contract with regions in which retail, full-service branches of Bank or any affiliate of Bank are located, or assist any actual or potential competitor of Employer to provide banking or bank-related services to, or solicit the Business banking or bank-related business of, any such customer in any such area, and Executive shall not, directly or indirectly, as principal, agent, or trustee, or through the agency of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employeecorporation, the Company may in its discretion give the Employee written approval(s) to personally partnership, trade association, agent or agency, engage in any activity banking or render services referred to in Subsection (a) upon receipt bank-related business or venture which competes with the business of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s)Employer as conducted during Executive’s employment by Employer within such area; provided, partner(s) or company however, that the integrity and provisions of this Section will Executive may own not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction more than five percent of the Company and its counsel shall be upon voting securities of any entity providing banking or bank-related services within such area if the Employee and his prospective employer(s), partner(s) voting securities of such entity are traded on a national securities exchange or companyquoted on a national interdealer quotation system. (c) The parties acknowledge Executive acknowledges that they have attempted any violation of this Section 12 would cause irreparable harm to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. HoweverEmployer, the parties hereby agree that damages for such harm would be incapable of precise measurement and that, if the scope or enforceability of the restrictive covenant is in any way disputed at any timeaccordingly, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a Employer would not have an adequate remedy at law for to redress the harm caused by such violation. Therefore, Executive agrees that, in addition to any breach or threatened breach by the Employee of this Section 8 would be inadequateother remedy, and the Employee therefore agrees that the Company Employer shall be entitled to immediate (i.e., without prior notice) preliminary and final injunctive relief to enjoin and restrain any violation of this Section 12. If Executive’s employment is terminated during the term for reasons set forth in case Sections 5(b) or 6(a) of this Agreement, Executive shall have no obligations to Employer with respect to non-solicitation and non-competition under this Section 12. Executive’s obligations with respect to trade secrets and confidential information as described in Section 12(a) shall survive any termination of the employment of Executive regardless of the reason(s) for such breach or threatened breachtermination.

Restrictive Covenants. The Group shall obtain and enforce formal agreements with each Physician Employee who is either (ai) For a Group Physician Stockholder or (ii), to the extent permitted under applicable law, a Full-time Physician Employee which each contain certain restrictive covenants thereof pertaining to covenants not to compete and/or solicit with and not to divulge the Confidential and Proprietary Information of any member of the APPI Group or the Practice (the "Restrictive Covenants"). Except as otherwise approved by the Joint Planning Board, each Group Physician Stockholder or Full-time Physician Employee shall agree, during the term of his/her employment or contractor agreement with the Practice and for a period of twelve twenty-four (1224) months after the expiration or any termination of such agreement: (i) not to establish, operate or provide professional radiology services at any office, practice, hospital or health care facility providing services substantially similar to those provided by the Practice pursuant to this Agreement for within 15 miles of any reason whatsoeverlocation of any Practice Site(s) and (ii) to be bound by non-solicitation, noncompetition and nondisclosure of confidential/proprietary information and engagement of Administrator covenants similar to those applicable to the Group as contained in Section 6.1 hereof. Except as otherwise approved by the Joint Planning Board, each Group Physician Stockholder or Full-time Physician Employee shall notagree that during the term of his/her employment or contractor agreement with the Group (w) not to practice radiological medicine other than at the Premises or such other location or Practice Site(s) as approved by the Joint Planning Board; (x) to devote substantially all of his or her professional time, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered effort and ability to the CompanyPractice; (y) to, any person, entity, firm, business organization which directly or indirectly competes with to request in writing and receive in writing prior approval from the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees Joint Planning Board to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such outside medical activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2z) that his ability to earn a livelihood without violating turn over to the Practice, to be included in Professional Revenues attributed to the Practice, any income derived by such restrictions is a material condition to his retention by Group Physician Stockholder or Full-time Physician Employee from any outside medical activity or related source from the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequatefollowing medically-related activities: teaching, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.consulting,

Restrictive Covenants. (a) For Executive agrees that for so long as Executive is employed by the Company or any of its affiliates and for a period of twelve one year thereafter (12) months after the expiration or termination of this Agreement for any reason whatsoevercollectively, the Employee shall “Restricted Period”), Executive will not, directly individually or indirectlyon behalf of any person, firm, partnership, association, business organization, corporation, or other entity engaged in the Business (as defined below) of the Company or its affiliates, engage in activities foror perform, nor render services (similar or reasonably related to those anywhere within the United States, Canada, and any other such region in which the Employee shall have rendered to the Company) toCompany or its affiliates operates, any person, entity, firm, business organization which directly or indirectly competes activities that are competitive with the Business of the Company or its affiliates. Nothing herein shall be construed to the extent and insofar as prohibit Executive from acquiring shares of capital stock of any public corporation; provided that such competition is based on or exploits the Confidential Information or Inventions investment does not exceed 5% of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any stock of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this sectionsuch public corporation. (b) For a period Executive agrees that, during the Restricted Period, neither Executive nor any company or other entity controlled by Executive (whether currently existing or hereafter acquired or formed) shall, directly or indirectly, in any capacity, (i) solicit or induce, or attempt to solicit or induce, any person who accepts employment with the Company and its affiliates to leave the employ of twelve (12) months after the expiration Company or termination any of this Agreement its affiliates for any reason whatsoever, the Employee shall not, directly (ii) hire or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract accepts employment with the Business Company and its affiliates, (iii) solicit or induce, or attempt to solicit or induce, any customer of the Company at and its affiliates not to purchase any time during the twelve (12) months prior to the termination of his employment goods or products with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory respect to the Company and its counselaffiliates, or (iv) from the Employee and from the Employee's prospective employer(s), partner(s) otherwise impede or company that the integrity and provisions of this Section will not interfere in any way be jeopardized with any customer relationship of the Company or violated by such activities, provided the burden any of so establishing the foregoing its affiliates with respect to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyaffiliates. (c) The parties acknowledge that they have attempted Executive agrees not to limit the Employee's right to compete only to the extent necessary to protect disparage the Company from unfair competition. Howeveror its affiliates in any way, the parties hereby agree that, if the scope or enforceability other than as part of the restrictive covenant is in any way disputed at any timejudicial, a court arbitration, or other trier of fact may modify and enforce the covenant dispute resolution process in connection with any litigation, mediation, arbitration, or other judicial proceeding arising under any claim brought in connection with this Agreement, or other than when compelled to the extent that it finds the covenant to be reasonable testify under the circumstances existing at the timeoath by subpoena, regulation, or court order. (d) The Employee further acknowledges that: (1) in Company agrees to instruct the event his contract with members of the Board and officers of the Company terminates for who are subject to the requirements of Section 16 of Securities Exchange Act of 1934, as amended, not to disparage Executive in any reasonway, he will be able other than as part of the judicial, arbitration, or other dispute resolution process in connection with any litigation, mediation, arbitration, or other judicial proceeding arising under any claim brought in connection with this Agreement, or other than when compelled to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention testify under oath by the Companysubpoena, regulation, or court order. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee For purposes of this Section 8 would be inadequate12, the term “Business” shall mean the business of the delivery of editorial content and product research related to consumer financial services delivered in print or over the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breachInternet.

Restrictive Covenants. The Company has provided and shall provide in the future to Employee, Confidential Information. Employee acknowledges that in the course of his employment with the Company as a member of the Company’s senior executive and management team, he has been given, and in the future shall be given, possession of and access to Confidential Information of the Company. Employee further acknowledges that, in the course of his employment with the Company, he has been given contacts within the death care industry, and he has been and shall be identified with the business and goodwill of the Company. Consequently, it is important that the Company protect its interests in regard to such matters from unfair competition. In consideration of the Confidential Information that has been received and that the Company covenants to provide Employee in the future, the sufficiency of which is hereby acknowledged by Employee, and in order to protect the Company’s legitimate business interests, including the preservation of its Confidential Information and goodwill, Employee agrees to enter into the covenants contained in this Article VI. The Parties therefore agree that for so long as the Employee shall remain employed by the Company and, if the employment of the Employee ceases for any reason (a) For including voluntary resignation), then for a period of twelve two (122) months after years thereafter (the expiration or termination of this Agreement for any reason whatsoever“Prohibited Period”), the Employee shall not, directly or indirectly: (a) alone or for his own account, engage in activities foror as an officer, nor render services (similar director, shareholder, partner, member, trustee, employee, consultant, advisor, agent or reasonably related to those in which the Employee shall have rendered to the Company) toany other capacity of any corporation, any personpartnership, joint venture, trust, or other business organization or entity, firmencourage, business organization which directly support, finance, be engaged in, interested in, or indirectly competes concerned with the Business (i) any of the Company companies and entities described on Schedule I hereto, except to the extent and insofar as such competition is based on that any activities in connection therewith are confined exclusively outside the continental United States, or exploits (ii) any other business within the Confidential Information death care industry having an office or Inventions being conducted within a radius of fifty (50) miles of any funeral home, cemetery or other death care business owned or operated by the Company, whether now existing Company or hereafter established, nor shall the Employee entice, induce or encourage any of its Affiliates at the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision time of the this section.such termination; (b) For a period induce or assist anyone in inducing in any way any employee of twelve (12) months after the expiration Company or termination any of this Agreement for any reason whatsoever, the Employee shall not, directly its Affiliates to resign or indirectly, solicit the Company's employees sever his or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered her employment or to breach an independent contract to any person who was employed by or under employment contract with the Business of the Company at or any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company.Affiliate; or (c) The parties acknowledge that they have attempted to limit own, manage, advise, encourage, support, finance, operate, join, control, or participate in the Employee's right to compete only to ownership, management, operation, or control of, or be connected in any manner with, any business which is or may be in the extent necessary to protect funeral, mortuary, crematory, cemetery or burial insurance business or in any business related thereto (i) as part of any of the companies or entities listed on Schedule I, or (ii) otherwise within a radius of fifty (50) miles of any funeral home, cemetery or other death care business owned or operated by the Company from unfair competitionor any of its Affiliates at the time of such termination. HoweverNotwithstanding the foregoing, the parties hereby agree that, if above covenants shall not prohibit the passive ownership of not more than one percent (1%) of the outstanding voting securities of any entity within the death care industry. The foregoing covenants shall not be held invalid or unenforceable because of the scope or enforceability of the restrictive covenant is in any way disputed at any timeterritory or actions subject hereto or restricted hereby, a court or other trier the period of fact may modify and enforce time within which such covenants respectively are operative, but the covenant maximum territory, the action subject to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, covenants and the Employee therefore agrees that the Company shall be entitled period of time they are enforceable are subject to injunctive relief in case any determination by a final judgment of any such breach or threatened breachcourt which has jurisdiction over the parties and subject matter.

Restrictive Covenants. (a) For The Executive shall not, at any time during the Term or, in the event of a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoeverExecutive’s employment pursuant to Section 4(a)(iv), (v), or (vii), during the Employee shall notRestricted Period, directly or indirectly, (i) engage in activities forthe Restricted Business within the Restricted Territory, nor render services or (similar ii) have any equity interest in or reasonably related manage, participate in, assist, or operate any Person (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in the Restricted Business within the Restricted Territory. Notwithstanding the foregoing, the Executive shall be permitted to those acquire a passive stock or equity interest in such a business; provided that such stock or other equity interest is publicly traded and the amount acquired by Executive is not more than five percent (5%) of the outstanding interest in such business. Notwithstanding the foregoing, at any time during the Restricted Period, Executive may, at Executive’s option, serve on the Company a written notice waiving the right to any and all future installments of the Severance Payment pursuant to Section 5(b) (a “Severance Waiver Notice”), and upon delivery of the Severance Waiver Notice, Executive shall no longer be bound by the restrictions set forth in this Section 7(a) for the period on and after the date on which the Employee shall have rendered Severance Waiver Notice is delivered to the Company) to; provided, any personhowever, entitythat notwithstanding the delivery of a Severance Waiver Notice, firm, business organization which directly or indirectly competes with the Business of the Company Executive will continue to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done be bound by the Employeeremaining obligations set forth in this Agreement, would violate any provision including but not limited to those covenants of the this sectionExecutive set forth in Sections 7(b)-(g) hereof. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee The Executive shall not, at any time during the Term or during the Restricted Period, directly or indirectly, either for himself or on behalf of any other Person, (i) recruit or otherwise solicit or induce any employee of the Company's employees Company to terminate his, her or independent contractors to leave their employ its employment or terminate their contracts arrangement with the Company. Further, or otherwise change his, her or its relationship with the Employee shall not offer Company, (ii) hire, or cause to be offered employment or an independent contract to hired, any person who was employed by or under contract with the Business of the Company and served in a capacity of “vice president” (or any person serving in a capacity senior to vice president) at any time during the twelve (12) months 12)-month period immediately prior to the termination Date of his employment Termination, or (iii) influence, induce, or encourage any customer, subscriber, or supplier of the Company to discontinue, reduce, or materially change its relationship or business with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) Except as the Executive reasonably and in good faith determines to be required in the faithful performance of the Executive’s duties hereunder or in accordance with Section 7(e), the Executive shall, during the Term and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any Person, any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any Person, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any Person, any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties acknowledge hereby stipulate and agree that they have attempted to limit as between them, the Employee's right to compete only to Proprietary Information identified herein is important, material and affects the extent necessary to protect successful conduct of the businesses of the Company from unfair competition. However, the parties hereby agree that, if the scope (and any successor or enforceability assignee of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeCompany). (d) The Employee further acknowledges that: (1) in Upon termination of the event his contract Executive’s employment with the Company terminates for any reason, he the Executive will be able promptly deliver to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes. (e) The Employee's duties Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company (if lawfully permitted to do so) the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist such counsel in resisting or otherwise responding to such process. Upon notification from Executive of such subpoena or other legal process, the Company shall, at its reasonable expense, retain mutually acceptable legal counsel to represent Executive in connection with Executive’s response to any such subpoena or other legal process. The Executive may also disclose Proprietary Information if: (i) in the reasonable written opinion of counsel for the Executive furnished to the Company, such information is required to be disclosed for the Executive not to be in violation of any applicable law or regulation or (ii) the Executive is required to disclose such information in connection with the enforcement of any rights under this Section 8 Agreement or any other agreements between the Executive and the Company. (f) Executive shall survive refrain from publishing any oral or written statements about the Company or any of its Affiliates, or any of their respective officers, employees, shareholders, investors, directors, agents or representatives that are malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm any of the foregoing, at any time; provided that the Executive may confer in confidence with the Executive’s legal representatives, make truthful statements to any government agency in sworn testimony, or make truthful statements as otherwise required by law. The Company agrees that, upon the termination of the Employee's Executive’s employment hereunder, it shall advise its directors and executive officers to refrain from publishing any oral or written statements about Executive that are malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm Executive, at any time; provided that they may confer in confidence with the Company. The Employee acknowledges that ’s and their legal representatives and make truthful statements as required by law. (g) Prior to accepting other employment or any other service relationship during the Restricted Period, the Executive shall provide a remedy at law for any breach or threatened breach by the Employee copy of this Section 8 would be inadequate7 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or Person with which the Executive discusses potential employment or any other service relationship. (h) Executive agrees and hereby acknowledges that: (i) the provisions of this Section 7 do not impose a greater restraint than is necessary to protect the goodwill, trade secrets, or other business interests of the Company; (ii) such provisions contain reasonable limitations as to time, scope of activity, and geographical area to be restrained; (iii) the Employee therefore provisions of this Section 7 are necessary and essential to protect the Proprietary Information, trade secrets, and goodwill of the Company, as well as due to Executive’s position as an executive and/or management employee of the Company, and (iv) the consideration provided hereunder, including without limitation, the Proprietary Information provided to Executive, is sufficient to compensate Executive for the restrictions contained in this Section 7. In consideration of the foregoing and in light of Executive’s education, skills, and abilities, Executive agrees that Executive will not assert that, and it should not be considered that, any provisions of Section 7 otherwise are void, voidable, or unenforceable or should be voided or held unenforceable. In the Company event the terms of this Section 7 shall be entitled determined by any court of competent jurisdiction to injunctive relief be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in case any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (i) As used in this Section 7, the term “Company” shall include the Company, its parent, Affiliates, related entities, and any such breach of its direct or threatened breachindirect subsidiaries.

Restrictive Covenants. (a) For During the Term and for a period of twelve (12) months after the expiration or two years following termination of this Agreement for Agreement, Employee (i) will not violate or cause Parent, Employer or any reason whatsoeverof the Companies to violate the terms of any agreement, including any franchise agreement, which Employer is obligated under, except with the Employee shall notexpress written consent of the duly empowered officer of Parent or Employer or pursuant to an order of a court of competent jurisdiction; and (ii) will not divulge or use any confidential information the effect of which would be injurious to Parent, directly Employer or indirectly, engage in activities for, nor render services (similar any of the Companies without the prior written consent of a duly empowered officer of Parent or reasonably related to those in which the Employer. Employee shall have rendered the right to approve the Company) toprovisions of any such franchise or other agreement which restricts Employee’s future employment or business interests. During the Term and for a period of two years following termination of Employee’s employment hereunder, Employee will not solicit or employ any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by Parent, Employer or under contract with the Business any of the Company at any time during the twelve (12) Companies within six months prior to the termination of his Employee’s employment, in any business in which Employee has a material interest, direct or indirect, as an officer, partner, shareholder or beneficial owner. The preceding sentence shall not prohibit Employee from hiring (i) the individual who is the general counsel of Parent or Employer as of the Effective Date at any time, or (ii) any person whose employment with is terminated involuntarily by Parent or Employer or any of the Company. Upon Companies during the Term or at any time thereafter provided that such hiring shall not occur until after Employee's written request ’s termination of employment hereunder. (b) In view of the unique and valuable services it is expected Employee will render to Parent, Employer and the Company specifying Companies, and in consideration of the activities proposed compensation to be conducted received hereunder, Employee agrees (i) that he will not, during the period he is employed by Employer under this Agreement or otherwise, Participate In (as defined below) any other business or organization, which is engaged in the Employeeretail fast-food restaurant business, and (ii) for a period of two years after he ceases to be employed by Employer under this Agreement, he will not compete with or be engaged in the Company may retail fast-food restaurant business or Participate In any other business or organization which during such two year period is engaged in its discretion give the Employee written approval(s) to personally engage retail fast-food restaurant business within the Area, except that in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to each case the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section 11(b) will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction deemed breached merely because Employee owns not more than 5% of the Company and outstanding common stock of a corporation, if, at the time of its counsel shall be upon acquisition by Employee, such stock is listed on a national securities exchange, is listed or reported on NASDAQ, or is regularly traded in the Employee and his prospective employer(s), partner(s) or companyover-the-counter market by a member of a national securities exchange. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. HoweverAs used in this Agreement, the parties hereby agree thatterm “Participate In” shall mean: “directly or indirectly, if for his own benefit or for, with, or through any other person, firm, or corporation, own, manage, operate, control, loan money to, or participate in the scope ownership, management, operation, or enforceability control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timehis name in.” (d) The Employee further acknowledges that: (1) As used in this Agreement, the term “Area” shall mean, at any particular time, any location within a 100 mile radius of any site at which any of the Companies is engaging in the event his contract with retail fast-food business or, at the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive time of termination of employment, intends to engage in the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breachretail fast-food business.

Restrictive Covenants. The Company has provided and shall provide in the future to the Employee, confidential and proprietary information as that term is defined in Section 9 of this Agreement (a) For “Confidential Information”). The Employee acknowledges that in the course of his employment with the Company as a member of the Company’s senior executive and management team, he shall be given possession of and access to Confidential Information of the Company and its Affiliates (as defined on Schedule I hereto), and will develop through such employment business systems, methods of doing business, and contacts within the death care industry, all of which will help to identify him with the business and goodwill of the Company. Consequently, it is important that the Company protect its interests in regard to such matters from unfair competition. In consideration of the Confidential Information that has been received and that the Company covenants to provide the Employee in the future, the sufficiency of which is hereby acknowledged by the Employee, the Employee agrees to enter into the covenants contained in this Agreement. The parties therefore agree that for so long as the Employee shall remain employed by the Company and, if the employment of the Employee ceases for any reason (including voluntary resignation), then for a period of twelve two (122) months after the expiration or termination of this Agreement for any reason whatsoeveryears thereafter, the Employee shall not, directly or indirectly: (a) alone or for his own account, engage in activities foror as an officer, nor render services (similar director, shareholder, partner, member, trustee, employee, consultant, advisor, agent or reasonably related to those in which the Employee shall have rendered to the Company) toany other capacity of any corporation, any personpartnership, joint venture, trust, or other business organization or entity, firmencourage, business organization which directly support, finance, be engaged in, interested in, or indirectly competes concerned with the Business (i) any of the Company companies and entities described on Schedule I hereto, except to the extent and insofar as such competition is based on that any activities in connection therewith are confined exclusively outside the continental United States, or exploits (ii) any other business within the Confidential Information death care industry having an office or Inventions being conducted within a radius of fifty (50) miles of any funeral home, cemetery or other death care business owned or operated by the Company, whether now existing Company or hereafter established, nor shall the Employee entice, induce or encourage any of its Affiliates at the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision time of the this section.such termination; (b) For a period induce or assist anyone in inducing in any way any employee of twelve (12) months after the expiration Company or termination any of this Agreement for any reason whatsoever, the Employee shall not, directly its Affiliates to resign or indirectly, solicit the Company's employees sever his or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered her employment or to breach an independent contract to any person who was employed by or under employment contract with the Business of the Company at or any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company.Affiliate; or (c) The parties acknowledge that they have attempted to limit own, manage, advise, encourage, support, finance, operate, join, control, or participate in the Employee's right to compete only to ownership, management, operation, or control of or be connected in any manner with any business which is or may be in the extent necessary to protect the Company from unfair competition. Howeverfuneral, the parties hereby agree thatmortuary, if the scope crematory, cemetery or enforceability burial insurance business or in any business related thereto (i) as part of any of the restrictive covenant is in any way disputed at any timecompanies or entities listed on Schedule I, or (ii) otherwise within a court or other trier radius of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.fifty

Restrictive Covenants. a. The Executive hereby acknowledges and agrees that (ai) For a period the business contacts, customers, suppliers, know-how, trade secrets, marketing techniques, confidential information, financial and operating models, promotional methods and other aspects of twelve the business of the Company and its affiliates have been and are of value to the Company, and have provided and will hereafter provide the Company with substantial competitive advantages in the operation of its business, (12ii) months after he has and will continue to have detailed knowledge and possesses and will possess confidential information concerning the expiration or termination business and operations of the Company, (iii) the restrictions set forth in this Agreement Section are reasonably necessary to protect the legitimate business interests of the Company, and (iv) but for any reason whatsoeverExecutive's agreement to be governed by the restrictions set forth in this Section 10, the Employee Company would not have entered into this Agreement. The Executive hereby further acknowledges that his business skills are not uniquely suited to businesses of the type conducted by the Company, and that, if required, he could readily adapt and utilize such skills in one or more other types of businesses. b. The Executive shall not, directly or indirectly, engage in activities forfor himself or through or on behalf of any other person or entity: (i) at any time, nor render services (similar divulge, transmit or reasonably related otherwise disclose or cause to those in which the Employee shall have rendered to the Company) tobe divulged, transmitted or otherwise disclosed, any personbusiness contacts, entityclient or customer lists, firmtechnology, business organization which directly know-how, trade secrets, marketing techniques, contracts or indirectly competes with the Business other confidential or proprietary information of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Companywhatever nature, whether now existing or hereafter establishedcreated or developed (provided, nor however, that for purposes hereof, information shall not be considered to be confidential or proprietary if (A) it is a matter of common knowledge or public record, (B) it is generally known in the Employee enticeindustry, induce or encourage (C) such information was already known to the recipient thereof other than by reason of any breach of the Company's employees to engage in any activity which, were it done by the Employee, would violate obligation under this Agreement or any provision of the this section.other confidentiality or non-disclosure agreement); and/or (bii) For a at any time during the period from the date hereof through and including the date of twelve (12) months after the expiration or termination of this Agreement for the Executive's employment with the Company (the "Restrictive Period"), directly or indirectly invest, carry on, engage or become involved, either as an employee, agent, advisor, officer, director, stockholder (excluding ownership of not more than 3% of the outstanding shares of a publicly held corporation if such ownership does not involve managerial or operational responsibility), manager, partner, joint venturer, participant or consultant, in any reason whatsoeverbusiness enterprise (other than the Company or its subsidiaries, affiliates, successors or assigns) which derives any material revenues from the Employee shall notsale, lease, financing or other transactions in new or used automobiles or other consumer vehicles. c. The Executive and the Company hereby acknowledge and agree that, in the event of any breach by the Executive, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during foregoing restrictive covenants, it will be difficult to ascertain the twelve (12) months prior to the termination precise amount of his employment with the Company. Upon the Employee's written request to damages that may be suffered by the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt reason of written assurances (satisfactory to the Company such breach; and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. Howeveraccordingly, the parties hereby agree that, if as liquidated damages (and not as a penalty) in respect of any such breach, the scope breaching party or enforceability parties shall be required to pay to the Company, on demand from time to time, cash amounts equal to any and all gross revenues derived by the breaching party or parties, directly or indirectly, from any and all violative acts or activities. The parties hereby agree that the foregoing constitutes a fair and reasonable estimate of the restrictive covenant is actual damages that might be suffered by reason of any breach of this Section 10 by the Executive, and the parties hereby agree to such liquidated damages in lieu of any way disputed at and all other measures of damages that might be asserted in respect of any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timesubject breach. (d) d. The Employee Executive and the Company hereby further acknowledges acknowledge and agree that any breach by the Executive, directly or indirectly, of the foregoing restrictive covenants will cause the Company irreparable injury for which there is no adequate remedy at law. Accordingly, the Executive expressly agrees that: (1) , in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or any threatened breachbreach hereunder by the Executive, directly or indirectly, the Company shall be entitled, in addition to any and all other remedies available (including but not limited to the liquidated damages provided for in Section 10c above), to seek and obtain injunctive and/or other equitable relief to require specific performance of or prevent, restrain and/or enjoin a breach under the provisions of this Section 10 without the necessity of proof of actual damages and without the necessity of posting bond. In the event either party does apply for such injunction, the other party shall not raise as a defense thereto that such applying party has an adequate remedy at law. e. In the event of any dispute under or arising out of this Section 10, the prevailing party in such dispute shall be entitled to recover from the non-prevailing party or parties, in addition to any damages and/or other relief that may be awarded, its actual costs and expenses (including actual attorneys' fees) incurred in connection with prosecuting or defending the subject dispute. f. Executive expressly agrees that the existence of any claims that he has or that he may have against the Company, its affiliates or parent companies, whether or not arising from this Agreement, shall not constitute a defense to the enforcement by the Company of this Section 10.

Restrictive Covenants. (a) For The Executive shall not, at any time during the Term or, in the event of a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoeverExecutive’s employment pursuant to Section 4(a)(iv), (v), or (vii), during the Employee shall notRestricted Period, directly or indirectly, (i) engage in activities forthe Restricted Business within the Restricted Territory, nor render services or (similar ii) have any equity interest in or reasonably related manage, participate in, assist, or operate any Person (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in the Restricted Business within the Restricted Territory. Notwithstanding the foregoing, the Executive shall be permitted to those acquire a passive stock or equity interest in such a business; provided that such stock or other equity interest is publicly traded and the amount acquired by Executive is not more than five percent (5%) of the outstanding interest in such business. Notwithstanding the foregoing, at any time during the Restricted Period, Executive may, at Executive’s option, serve on the Company a written notice waiving the right to any and all future installments of the Severance Payment pursuant to Section 5(b) (a “Severance Waiver Notice”), and upon delivery of the Severance Waiver Notice, Executive shall no longer be bound by the restrictions set forth in this Section 7(a) for the period on and after the date on which the Employee shall have rendered Severance Waiver Notice is delivered to the Company) to; provided, any personhowever, entitythat notwithstanding the delivery of a Severance Waiver Notice, firm, business organization which directly or indirectly competes with the Business of the Company Executive will continue to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done be bound by the Employeeremaining obligations set forth in this Agreement, would violate any provision including but not limited to those covenants of the this sectionExecutive set forth in Sections 7(b)-(g) hereof. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee The Executive shall not, at any time during the Term or during the Restricted Period, directly or indirectly, either for himself or on behalf of any other Person, (i) recruit or otherwise solicit or induce any employee of the Company's employees Company to terminate his, her or independent contractors to leave their employ its employment or terminate their contracts arrangement with the Company. Further, or otherwise change his, her or its relationship with the Employee shall not offer Company, (ii) hire, or cause to be offered employment or an independent contract to hired, any person who was employed by or under contract with the Business of the Company and served in a capacity of “vice president” (or any person serving in a capacity senior to vice president) at any time during the twelve (12) months 12)-month period immediately prior to the termination Date of his employment Termination, or (iii) influence, induce, or encourage any customer, subscriber, or supplier of the Company to discontinue, reduce, or materially change its relationship or business with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) Except as the Executive reasonably and in good faith determines to be required in the faithful performance of the Executive’s duties hereunder or in accordance with Section 7(e), the Executive shall, during the Term and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any Person, any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any Person, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any Person, any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties acknowledge hereby stipulate and agree that they have attempted to limit as between them, the Employee's right to compete only to Proprietary Information identified herein is important, material and affects the extent necessary to protect successful conduct of the businesses of the Company from unfair competition. However, the parties hereby agree that, if the scope (and any successor or enforceability assignee of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeCompany). (d) The Employee further acknowledges that: (1) in Upon termination of the event his contract Executive’s employment with the Company terminates for any reason, he the Executive will be able promptly deliver to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes. (e) The Employee's duties Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company (if lawfully permitted to do so) the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist such counsel in resisting or otherwise responding to such process. Upon notification from Executive of such subpoena or other legal process, the Company shall, at its reasonable expense, retain mutually acceptable legal counsel to represent Executive in connection with Executive’s response to any such subpoena or other legal process. The Executive may also disclose Proprietary Information if: (i) in the reasonable written opinion of counsel for the Executive furnished to the Company, such information is required to be disclosed for the Executive not to be in violation of any applicable law or regulation or (ii) the Executive is required to disclose such information in connection with the enforcement of any rights under this Section 8 Agreement or any other agreements between the Executive and the Company. (f) Executive shall survive refrain from publishing any oral or written statements about the Company or any of its Affiliates, or any of their respective officers, employees, shareholders, investors, directors, agents or representatives that are malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm any of the foregoing, at any time; provided that the Executive may confer in confidence with the Executive’s legal representatives, make truthful statements to any government agency in sworn testimony, or make truthful statements as otherwise required by law. The Company agrees that, upon the termination of the Employee's Executive’s employment hereunder, it shall advise its directors and executive officers to refrain from publishing any oral or written statements about Executive that are malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm Executive, at any time; provided that they may confer in confidence with the Company. The Employee acknowledges that ’s and their legal representatives and make truthful statements as required by law. (g) Prior to accepting other employment or any other service relationship during the Restricted Period, the Executive shall provide a remedy at law for any breach or threatened breach by the Employee copy of this Section 8 would be inadequate7 to any recruiter who assists the Executive in obtaining other employment or any other service relationship and to any employer or Person with which the Executive discusses potential employment or any other service relationship. (h) Executive agrees and hereby acknowledges that: (i) the provisions of this Section 7 do not impose a greater restraint than is necessary to protect the goodwill, trade secrets, or other business interests of the Company; (ii) such provisions contain reasonable limitations as to time, scope of activity, and geographical area to be restrained; (iii) the Employee therefore provisions of this Section 7 are necessary and essential to protect the Proprietary Information, trade secrets, and goodwill of the Company, as well as due to Executive’s position as an executive and/or management employee of the Company, and (iv) the consideration provided hereunder, including without limitation, the Proprietary Information provided to Executive, is sufficient to compensate Executive for the restrictions contained in this Section 7. In consideration of the foregoing and in light of Executive’s education, skills, and abilities, Executive agrees that Executive will not assert that, and it should not be considered that, any provisions of Section 7 otherwise are void, voidable, or unenforceable or should be voided or held unenforceable. In the Company event the terms of this Section 7 shall be entitled determined by any court of competent jurisdiction to injunctive relief be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in case any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (i) As used in this Section 7, the term “Company” shall include the Company, Parent, and any such breach of their respective Affiliates, related entities, or threatened breachany of their direct or indirect subsidiaries.

Restrictive Covenants. (a) For During Executive’s employment and for a period of twelve one (121) months after year following the expiration or termination of this Agreement Executive’s employment for any reason whatsoeverreason, Executive will not compete directly with the Company anywhere in the world by rendering services or providing assistance for himself or on behalf of any other person or entity, in any line of business substantially similar to, or competitive with, the Employee shall notbusiness in which the Company is engaged or has made preparations to engage, as of the termination date of Executive’s employment with the Company. (b) Executive agrees that during the period stated in subsection (a) above, he will not (i) directly solicit or encourage in any manner the resignation of any employee of the Company or any of its subsidiaries; or (ii) directly or indirectly solicit or divert customers, vendors, or business of the Company or any of its subsidiaries (provided that Executive may deal with any such customers or vendors in any manner which does not violate the provisions of subsection (a) above); or (iii) attempt to influence, directly or indirectly, engage in activities forany person or entity to cease, nor render services (similar reduce, alter, or reasonably related to those in which the Employee shall have rendered to the Company) to, rearrange any person, entity, firm, business organization which directly or indirectly competes relationship with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companysubsidiaries. (c) The parties acknowledge Executive acknowledges and agrees that they have attempted to limit he considers the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is restrictions set forth in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant this Section 9 to be reasonable both individually and in the aggregate and that the duration, geographic scope, extent and application of these restrictions are no greater than is necessary for the protection of the Company’s legitimate interests. It is the desire and intent of Executive and the Company that the provisions of this Section 9 shall be enforced to the fullest extent possible under the circumstances existing at laws and public policies of the timeState of New Jersey. The Company and Executive further agree that if any particular provision or portion of this Section 9 shall be adjudicated to be invalid or unenforceable, such adjudication shall apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. The Company and Executive further agree that in the event that any restriction herein shall be found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the period or area of application reduced, such restriction shall apply with modification as may be necessary to make it valid and Executive and the Company empower a court of competent jurisdiction to modify, reduce or otherwise reform such provision(s) in such fashion as to carry out the parties’ intent to grant the Company the maximum allowable protection consistent with the applicable law and facts and the express exceptions contained herein. (d) The Employee further acknowledges thatWithout limiting the foregoing, Executive will not be deemed to be in competition with the Company by reason of his employment by an enterprise (“Subsequent Employer”) whose businesses include both (i) activities that involve the Company Technology (“Covered Business”); and (ii) activities that do not involve the Company Technology (“Excluded Business”) upon satisfaction of the following conditions: (A) Executive delivers to the Subsequent Employer a copy of this Agreement or an extract thereof setting forth fully and completely the restrictions set forth in this Section 9; (B) the Subsequent Employer executes and delivers to the Company a written agreement in which, as a condition to Executive’s employment, the Subsequent Employer (1) in the event his contract with the Company terminates for any reasonacknowledges receipt of such restriction, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability agrees to earn a livelihood without violating employ Executive only in the Excluded Business, (3) agrees to cause the executive in charge of the Covered Business to acknowledge such restrictions is a material condition in writing and agree that Executive will not be permitted to his retention participate in the Covered Business, (4) agrees to establish reasonable internal policies and procedures to prevent violation of such restrictions or disclosure by Executive to personnel engaged in the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequateCovered Business, and the Employee therefore (5) agrees that the Company shall be entitled to injunctive relief in case of any enforce such breach or threatened breachagreement directly against the Subsequent Employer; and (C) Executive and the Subsequent Employer perform their obligations pursuant to this Agreement and such agreement.

Restrictive Covenants. (a) For 10.1 Employee agrees and acknowledges that the Confidential Information that Employee has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the restrictions set forth herein. Employee agrees and acknowledges that the restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. 10.2 Employee hereby agrees and covenants that during the Term and for a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoeverthereafter, the Employee he shall not, directly without the prior written consent of the Company: (i) on his own behalf, individually or indirectlyas a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, establish, manage, engage in activities in, operate, control, work for, nor consult with, render services for, do business with, maintain any interest in (similar proprietary, financial, or reasonably related to those otherwise), or participate in which the Employee shall have rendered to the Company) toownership, establishment, management, operation, or control of, any personbusiness, entityindividual, partnership, firm, business organization which corporation, or other entity that directly or indirectly competes with any existing business or service which Employer provides; (ii) recruit, solicit, attempt to persuade, or assist in the Business recruitment or solicitation of, any employee of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by an employee, officer or under contract with the Business agent of the Company at any time during the twelve three (123) months prior month period immediately preceding the date of Employee’s termination for the purpose of employing the individual or obtaining the individual’s services or otherwise causing the individual to the termination of his leave employment with the Company. Upon ; (iii) solicit or divert to any competing business any customer or prospective customer with which Employee had contact during the Employee's written request twelve months prior to leaving the Company Employer and Employee agree that: these provisions do not impose an undue hardship on Employee and are not injurious to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company public; that the integrity and these provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent are necessary to protect the Company from unfair competition. However, business of Employer and its affiliates; the parties hereby agree that, if nature of Employee’s responsibilities with Employer under this Agreement require Employee to have access to confidential information which is valuable and confidential to all of the Company’s business; the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, 10 is reasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 10 including the Employee therefore agrees that the Company shall be entitled to injunctive relief consideration set forth in case of any such breach or threatened breachthis Agreement.

Restrictive Covenants. (a) For a period of twelve (12) months after the expiration or termination The Participant acknowledges and recognizes that an important purpose of this Agreement for any reason whatsoeveris to align the interests of the Participant with those of the shareholders and to ensure that the Participant does not engage in activity detrimental to the interests of the Company’s shareholders if the Participant is going to be allowed the opportunity to participate in the financial rewards that result from this Agreement and their relationship to the value of equity participation in the Company. In addition, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which Participant acknowledges that an ancillary purpose consistent with protecting the Employee shall have rendered interests of the shareholders arises with respect to the Company) Participant because the Participant will be allowed access to confidential and proprietary information (including, but not limited to, any persontrade secrets) about the Company and one or more of the Subsidiaries’ businesses, entityas well as access to the prospective and actual customers, firmsuppliers, business organization which directly or indirectly competes investors, clients, and partners involved in those businesses, and the goodwill associated with the Business Company and one or more of the Company Subsidiaries. Accordingly, in consideration of the receipt of the Options, the Participant agrees to be bound by the covenants set forth in Exhibit B to this Agreement (the “Commitment to Avoid Competitive Activities Agreement”). The Participant further affirms and understands that he or she shall be required to comply with such restrictive covenants for the periods provided in the Commitment to Avoid Competitive Activities Agreement, to the extent and insofar as such competition is based on permitted by applicable law, even if the Participant has not vested in or exploits the Confidential Information or Inventions has forfeited all of the CompanyOptions. These covenants shall be in addition to, whether now existing and shall not supersede, the covenants set forth in any other agreement to which the Participant and the Company or any of its Subsidiaries are or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Companybecome parties. The Employee Participant acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled would not have entered into this Agreement and issued the Options under this Agreement if the Participant did not agree to injunctive relief these covenants. The Participant acknowledges and agrees not to contest or dispute the Company’s position that the prohibition of competitive activities provided for in case Exhibit B is inextricably connected to and part of any such breach or threatened breachthe Company’s governance of its internal affairs and relates directly to the interests of the Company’s shareholders.

Restrictive Covenants. The Company has provided and shall provide in the future to the Employee, confidential and proprietary information as that term is defined in Section 9 of this Agreement (a) For “Confidential Information”). The Employee acknowledges that in the course of his employment with the Company as a member of the Company's senior executive and management team, he shall be given possession of and access to Confidential Information of the Company and its Affiliates (as defined on Schedule I hereto), and will develop through such employment business systems, methods of doing business, and contacts within the death care industry, all of which will help to identify him with the business and goodwill of the Company. Consequently, it is important that the Company protect its interests in regard to such matters from unfair competition. In consideration of the Confidential Information that has been received and that the Company covenants to provide the Employee in the future, the sufficiency of which is hereby acknowledged by the Employee, the Employee agrees to enter into the covenants contained in this Agreement. The parties therefore agree that for so long as the Employee shall remain employed by the Company and, if the employment of the Employee ceases for any reason (including voluntary resignation), then for a period of twelve two (122) months after the expiration or termination of this Agreement for any reason whatsoeveryears thereafter, the Employee shall not, directly or indirectly: (a) alone or for his own account, engage in activities foror as an officer, nor render services (similar director, shareholder, partner, member, trustee, employee, consultant, advisor, agent or reasonably related to those in which the Employee shall have rendered to the Company) toany other capacity of any corporation, any personpartnership, joint venture, trust, or other business organization or entity, firmencourage, business organization which directly support, finance, be engaged in, interested in, or indirectly competes concerned with the Business (i) any of the Company companies and entities described on Schedule I hereto, except to the extent and insofar as that any activities in connection therewith are confined exclusively outside the continental United States, or (ii) any other business within the death care industry having an office or being conducted within a radius of fifty (50) miles of any funeral home, cemetery or other death care business owned or operated by the Company or any of its Affiliates at the time of such competition is based on or exploits the Confidential Information or Inventions of the Companytermination, whether now existing or hereafter established, nor shall if the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, had management responsibilities either directly or indirectly, solicit the Company's employees over that funeral home, cemetery, or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company other death care business at any time during the twelve previous 12 months; (12b) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may induce or assist anyone in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not inducing in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction any employee of the Company and or any of its counsel shall be upon Affiliates to resign or sever his or her employment or to breach an employment contract with the Employee and his prospective employer(s), partner(s) Company or company.any Affiliate; or (c) The parties acknowledge that they have attempted to limit own, manage, advise, encourage, support, finance, operate, join, control, or participate in the Employee's right to compete only to ownership, management, operation, or control of or be connected in any manner with any business which is or may be in the extent necessary to protect funeral, mortuary, crematory, cemetery or burial insurance business or in any business related thereto (i) as part of any of the companies or entities listed on Schedule I, or (ii) otherwise within a radius of fifty (50) miles of any funeral home, cemetery or other death care business owned or operated by the Company from unfair competition. However, or any of its Affiliates at the parties hereby agree thattime of such termination, if the scope Employee had management responsibilities either directly or enforceability indirectly, over that funeral home, cemetery, or other death care business at any time during the previous 12 months. Notwithstanding the foregoing, the above covenants shall not prohibit the passive ownership of not more than one percent (1%) of the restrictive covenant is in outstanding voting securities of any way disputed at any time, a court entity within the death care industry. The foregoing covenants shall not be held invalid or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination unenforceable because of the Employee's employment with scope of the Company. The Employee acknowledges that a remedy at law for any breach territory or threatened breach by actions subject hereto or restricted hereby, or the Employee period of this Section 8 would be inadequatetime within which such covenants respectively are operative, but the maximum territory, the action subject to such covenants and the Employee therefore agrees that the Company shall be entitled period of time they are enforceable are subject to injunctive relief in case any determination by a final judgment of any such breach or threatened breachcourt which has jurisdiction over the parties and subject matter.

Restrictive Covenants. (a) For In light of the unique and valuable services it is expected the Employee will render to the Corporation, the Employee's knowledge of the business of the Corporation and proprietary information relating to the business of the Corporation and similar knowledge regarding the Corporation it is expected the Employee will obtain during the course of his employment with the Corporation, and in consideration of this Agreement and the compensation to be received by the Employee hereunder, the Employee agrees that for so long as he is employed by the Corporation and for a period of twelve one year thereafter (12) months after the expiration "Covenant Period"), he will not compete, directly or termination indirectly, with the Corporation or any of its subsidiaries now owned or hereafter acquired (for purposes of this Agreement for Section 9, the "Corporation") or, directly or indirectly (except as permitted by Section 3 hereof), own, manage, operate, control, loan money to, or participate in the ownership, management, operation or control of, or be connected with as a director, officer, employee, partner, consultant, agent, independent contractor or otherwise, or acquiesce in the use of his name in, any reason whatsoeverother business or organization which competes, directly or indirectly, with the Corporation, in any geographical area in which the Corporation is then conducting business or any geographical area in which, to the knowledge of the Employee, the Corporation plans to conduct business within a six (6) month period. (b) During the Covenant Period, the Employee shall will not, directly or indirectly, engage in activities foreither individually or on behalf of any other person or entity (i) solicit customers, nor render services (similar suppliers, or reasonably related other business relations of the Corporation for the purpose of interfering with or encouraging them to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes terminate their relationship with the Business Corporation, or (ii) encourage other employees (full-time or part-time) of the Company Corporation to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyCorporation. (c) The parties acknowledge It is acknowledged and agreed that they have attempted to limit the restrictions contained in this Section 9, including, without limitation, the time periods and the geographical areas of the restrictions, are fair and reasonable and do not place any undue hardship on the Employee's right to compete only to , and are reasonably required for the extent necessary to protect protection of the Company from unfair competition. Howevergoodwill, the parties hereby agree thatbusiness, if and the scope or enforceability interests of the restrictive covenant is in any way disputed at any timeCorporation and its officers, a court or directors, and other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeemployees. (d) The Employee further acknowledges that: (1) It is the desire and intent of the parties that the provisions of this Section 9 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 9 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable. Such deletion shall apply only with respect to the operation of such provisions of this Section 9 in the event his contract with particular jurisdiction in which such adjudication is made. In addition, if the Company terminates for scope of any reasonrestriction contained in this Section 9 is too broad to permit enforcement thereof to its fullest extent, he will then such restriction shall be able enforced to earn a livelihood without violating the foregoing restrictions; maximum extent permitted by law, and (2) the Employee hereby consents and agrees that his ability such scope may be judicially modified in any proceeding brought to earn a livelihood without violating enforce such restrictions is a material condition to his retention by the Companyrestriction. (e) The Employee's duties under this Section 8 shall survive termination In the event of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of the provisions of this Section 8 would be inadequate9, and the Employee therefore agrees that the Company Corporation shall be entitled to injunctive an injunction and such other equitable relief in case of as may be necessary or desirable to enforce the restrictions contained herein. Nothing herein contained shall be construed as prohibiting the Corporation from pursuing any other remedies available for such breach or threatened breachbreach or any other breach of this Employment Agreement.

Restrictive Covenants. (a) For a period In the event of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoeverEmployee’s employment other than Involuntary Termination, the Employee shall not, for a period of 6 months from the date of termination (the “non-compete period”), be employed or act in any capacity, either directly or indirectly, engage or by or for himself or for any partnership, corporation, trust, or company, “Participate” (as defined below) in activities forany banking, nor render lending or financial services (similar or reasonably related to those business in any county in Washington in which Timberland Bank has offices or conducts its business at the Employee shall have rendered to time of termination of employment. For purposes of this Agreement, the Company) toterm “participate” includes, without limitation, any persondirect or indirect interest in any business, entitywhether as an employee, firmofficer, business organization which directly director, partner, consultant, sole proprietor, stockholder, owner, or indirectly competes with the Business otherwise. “Participate” as used herein does not include ownership of less than one percent (1%) of the Company to stock of a publicly held corporation whose stock is traded on a national securities exchange or on the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this sectionover-the-counter market. (b) For a In addition Employee agrees that for the non-compete period he will not (a) induce or attempt to induce any other employee of twelve (12) months after the expiration or termination Company to leave the employ of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees , or independent contractors in any way interfere with the relationship between the Company and any other employee of the Company or (b) solicit or contact any customer of Timberland Bank on behalf of another bank, lender or financial services entity or (c) induce or attempt to leave their employ induce any customer, supplier, licensee, or terminate their contracts other business relations of the Company to cease doing business with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) Employee agrees that in the event of violation by Employee of this covenant not to compete, then all payments and benefits, if any, to Employee shall immediately cease. Employee acknowledges that obligations under this Agreement are important to the Company, and that the Company would not employ or continue to employ him without agreement to such obligations. Employee also acknowledges that if he does not abide by the obligations in this Agreement, the Company will suffer immediate and irreparable harm, and that the damage to the Company will be difficult to measure and financial relief will be incomplete. Accordingly, the Company will be entitled to injunctive relief and other equitable remedies in the event of a breach of any obligation under this Agreement. The rights and remedies of the Company under this section are in addition to all other remedies. The parties acknowledge agree that they have attempted if a trial judge with jurisdictions or a dispute related to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability this Agreement should determine that any portion of the restrictive covenant covenants set forth in this section is in any way disputed at any timeunreasonably broad, a court or other trier of fact may modify that the parties authorize said trial judge to narrow same so as to make it reasonable, given all relevant circumstances, and to enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timesame. (d) It is agreed between the parties that this Agreement in its entirety, and in particular the restraints imposed herein upon Employee, are reasonable both as to time and as to area. The parties additionally agree (i) that the restraints imposed herein upon Employee further acknowledges that: are necessary for the protection of the business and goodwill of the Company, (1ii) in that the event his contract with restraints imposed herein upon Employee are not any greater than are reasonably necessary to secure the business of the Company terminates for any reason, he will be able to earn a livelihood without violating and the foregoing restrictionsgoodwill thereof; and (2iii) that his ability the degree of injury to earn a livelihood without violating such restrictions is a material condition the public due to his retention by the Companyloss of the service and skill of Employee upon enforcement of said restraints does not and will not warrant nonenforcement of said restraints. (e) The Employee's duties under this Section 8 This section shall survive the termination of this Agreement. (f) By signing this Agreement, the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled noncompetition provisions in this Section have been communicated and disclosed to injunctive relief the Employee in case of any such breach or threatened breachcompliance with Xxxxxxxxxx XX 1450.

Restrictive Covenants. (a) For a period of twelve (12) months after Both during the expiration or termination of this Agreement for any reason whatsoeverEmployment and during the Restricted Period, the Employee shall Executive will not, without the prior written consent of the Company (such consent not to be unreasonably withheld), whether by himself, through his employees or agents or otherwise and whether on his own behalf or on behalf of any person, directly or indirectly, engage in activities for, nor render services : (similar or reasonably related a) so as to those in which the Employee shall have rendered to compete with the Company, solicit business from or canvas any Customer or Prospective Customer in respect of Restricted Products or Restricted Services; (b) toso as to compete with the Company, accept orders from, act for or have any business dealings with, any personCustomer or Prospective Customer in respect of Restricted Products or Restricted Services; (c) within the Restricted Area, entitybe employed or engaged or at all interested (except as a Minority Holder) in that part of a business or person which is involved in the business of researching into, firmdeveloping, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products or Restricted Services, if the business organization which directly or indirectly competes person is or seeks to be in competition with the Business Company. For the purposes of this sub-Clause, acts done by the Company Executive outside the Restricted Area shall nonetheless be deemed to be done within the extent Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products or Restricted Services in the Restricted Area; (d) solicit or induce or endeavour to solicit or induce any person who was a Restricted Employee (and insofar as such competition is based on with whom the Executive had direct dealings during the Relevant Period) to cease working for or exploits the Confidential Information or Inventions of providing services to the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage not any such person would thereby commit a breach of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company.contract; (e) The Employee's duties under this Section 8 shall survive termination employ or otherwise engage any Restricted Employee (and with whom the Executive had direct dealings during the Relevant Period) in the business of the Employee's employment researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products or Restricted Services if that business is, or seeks to be, in competition with the Company. The Employee acknowledges that ; or (f) solicit or induce or endeavour to solicit or induce any Supplier to cease to deal with the Company and shall not interfere in any way with any relationship between a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, Supplier and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breachCompany.

Restrictive Covenants. (a) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. The Company has provided and shall provide in the future to the Employee, confidential and proprietary information as that term is defined in Section 9 of this Agreement (a) For “Confidential Information”). The Employee acknowledges that in the course of his employment with the Company as a member of the Company’s senior executive and management team, he shall be given possession of and access to Confidential Information of the Company and its Affiliates (as defined on Schedule I hereto), and will develop through such employment business systems, methods of doing business, and contacts within the death care industry, all of which will help to identify him with the business and goodwill of the Company. Consequently, it is important that the Company protect its interests in regard to such matters from unfair competition. In consideration of the Confidential Information that has been received and that the Company covenants to provide the Employee in the future, the sufficiency of which is hereby acknowledged by the Employee, the Employee agrees to enter into the covenants contained in this Agreement. The parties therefore agree that for so long as the Employee shall remain employed by the Company and, if the employment of the Employee ceases for any reason (including voluntary resignation), then for a period of twelve two (122) months after the expiration or termination of this Agreement for any reason whatsoeveryears thereafter, the Employee shall not, directly or indirectly: (a) alone or for his own account, engage in activities foror as an officer, nor render services (similar director, shareholder, partner, member, trustee, employee, consultant, advisor, agent or reasonably related to those in which the Employee shall have rendered to the Company) toany other capacity of any corporation, any personpartnership, joint venture, trust, or other business organization or entity, firmencourage, business organization which directly support, finance, be engaged in, interested in, or indirectly competes concerned with the Business (i) any of the Company companies and entities described on Schedule I hereto, except to the extent and insofar as such competition is based on that any activities in connection therewith are confined exclusively outside the continental United States, or exploits (ii) any other business within the Confidential Information death care industry having an office or Inventions being conducted within a radius of fifty (50) miles of any funeral home, cemetery or other death care business owned or operated by the Company, whether now existing Company or hereafter established, nor shall the Employee entice, induce or encourage any of its Affiliates at the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision time of the this section.such termination; (b) For a period induce or assist anyone in inducing in any way any employee of twelve (12) months after the expiration Company or termination any of this Agreement for any reason whatsoever, the Employee shall not, directly its Affiliates to resign or indirectly, solicit the Company's employees sever his or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered her employment or to breach an independent contract to any person who was employed by or under employment contract with the Business of the Company at or any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company.Affiliate; or (c) The parties acknowledge that they have attempted to limit own, manage, advise, encourage, support, finance, operate, join, control, or participate in the Employee's right to compete only to ownership, management, operation, or control of or be connected in any manner with any business which is or may be in the extent necessary to protect funeral, mortuary, crematory, cemetery or burial insurance business or in any business related thereto (i) as part of any of the companies or entities listed on Schedule I, or (ii) otherwise within a radius of fifty (50) miles of any funeral home, cemetery or other death care business owned or operated by the Company from unfair competitionor any of its Affiliates at the time of such termination. HoweverNotwithstanding the foregoing, the parties hereby agree that, if above covenants shall not prohibit the passive ownership of not more than one percent (1%) of the outstanding voting securities of any entity within the death care industry. The foregoing covenants shall not be held invalid or unenforceable because of the scope or enforceability of the restrictive covenant is in any way disputed at any timeterritory or actions subject hereto or restricted hereby, a court or other trier the period of fact may modify and enforce time within which such covenants respectively are operative, but the covenant maximum territory, the action subject to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, covenants and the Employee therefore agrees that the Company shall be entitled period of time they are enforceable are subject to injunctive relief in case any determination by a final judgment of any such breach or threatened breachcourt which has jurisdiction over the parties and subject matter.

Restrictive Covenants. (a) For 12.1 The Executive understands and acknowledges that he has been appointed to a senior position and he has or will in the course of the Appointment acquired or acquire confidential information, trade secrets and knowledge about the business, operations, clients and trade connections of the Company and any Group Company and agrees to enter into the restrictions in this clause for the purpose of protecting those interests, the goodwill and the stable trained workforce of the Company and any Group Company. 12.2 The Executive shall not without the prior written consent of the Board during the period of twelve (12) months 1 year after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall notAppointment, directly or indirectly, engage on his own behalf, or on behalf of any person firm or company in activities for, nor render services (similar connection with any business which is or reasonably related intended to those be directly competitive with any of the businesses carried on by the Company and/or by the Subsidiary at the date of termination of the Appointment in which the Employee shall have rendered to Executive had management responsibilities during the Company) to, any person, entity, firm, business organization which directly or indirectly competes with 6 months immediately preceding the Business termination of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section.Appointment: (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, 12.2.1 solicit the Company's employees services or independent contractors to leave their employ or terminate their contracts with canvass the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to custom of any person firm or company who was employed by or under contract with the Business of the Company at any time during the twelve (12) 12 months prior to the termination of the Appointment was a client or prospective client with whom the Company and/or the Subsidiary had on-going discussions and (in the case of a client) from whom he had obtained business or to whom he had provided services on behalf of the Company and/or any Group Company or (in the case of a potential client) with whom he had dealt with a view to obtaining business; 12.2.2 entice away, or attempt to entice away, any employee of the Company or the Subsidiary who was employed by the Company or the Subsidiary at the time of the termination of the Appointment provided that this restriction shall only apply to persons whom the Executive has managed or with whom he has worked at any time during the 6 months immediately preceding the termination of the Appointment and who are engaged in a management or executive role. 12.3 The Executive shall not without the prior written consent of the Board (such consent not to be unreasonably withheld) for a period of 6 months after the termination of the Appointment, directly or indirectly, on his employment own behalf, or on behalf of any person, firm or company: 12.3.1 within the United Kingdom set up, carry on, be employed in, provide services to, be engaged or interested in, whether as director, employee, principal, agent or otherwise save as a shareholder of not more than 3% of any public company whose shares are quoted on any recognised Stock Exchange or the Alternative Investment Market, any business which is or is intended to be directly competitive with the Company. Upon the Employee's written request Business 12.3.2 endeavour to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not impair in any way the relationship between any supplier to or client of the Company or any Group Company provided that references to clients or suppliers shall only refer to those persons with whom the Executive has had personal dealings or for whom the Executive had management responsibilities. 12.4 The restrictions contained in this clause are considered by the parties to be jeopardized or violated by such activitiesreasonable in the circumstances. Each sub clause constitutes an entirely separate and independent restriction and the duration, provided extent and application of each of the burden restrictions are no greater than is necessary for the protection of so establishing the foregoing to the satisfaction interests of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Group Company. (e) 12.5 The Employee's duties under this Section 8 period of the restrictions in Clause 12.2 and 12.3 shall survive be reduced by any period immediately prior to the termination of the EmployeeExecutive's employment with Appointment during which the Executive is not required to attend the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief 's premises in case of any such breach or threatened breachaccordance with Clause 3.3.2.

Restrictive Covenants. In consideration of payment to Employee of the --------------------- compensation specified in Paragraph 3 above, Employee hereby covenants and agrees as follows: (a) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall nottreat either as trade secrets or as confidential or as proprietary information of the Corporation (i) any data or information acquired during the course of or as a result of his employment, directly which is not otherwise available to Employee except by reason of his employment, including but not limited to such items as reports or indirectlyfindings from tests, engage in activities forinvestigative studies, nor render services (similar consultations or reasonably related to those in which the Employee shall have rendered like, methodology, proposals, systems, programs or marketing techniques, and strategies developed by but not generally released by the Corporation or peculiar to the Company) to, business of any person, entity, firm, business organization which directly customer or indirectly competes with the Business client of the Company Corporation and all particularized information relating thereto; (ii) names or lists of the Corporation's clients or information, data or services made available to such clients not made public by the Corporation and non-public information relating to the extent and insofar as such competition is based on operating methods or exploits the Confidential Information plans or Inventions requirements of any customer or client of the Company, whether now existing Corporation; and (iii) any other data or hereafter established, nor shall information designated either by the Employee entice, induce Corporation or encourage by any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this sectionits customers or clients as confidential or proprietary. (b) For a All improvements, discoveries, programs, process, innovations, and inventions, and inventions conceived (whether or not deemed patentable), devised, made, developed or perfected by Employee during any period of twelve (12) months after his employment by the expiration Corporation or termination any period prior to the effective date hereof during which Employee was in the service of this Agreement for any reason whatsoeverentity acquired by the Corporation or any period prior to the effective date hereof during which Employee was in the service of any entity acquired by the Corporation and related in any material way to the business, including development and research of the Corporation, shall be fully and promptly disclosed to the Corporation and the same shall be the sole and absolute property of the Corporation. Upon request of the Corporation, the Employee shall notwill execute all documents reasonably deemed appropriate by the Corporation to secure the foregoing rights and for obtaining the grants of patents, directly both domestic and foreign, with respect to such improvements, discoveries, programs, processes, innovations or indirectlyinventions and for vesting title to such patents in the Corporation provided, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Furtherhowever, the that Employee shall not offer be required to incur any costs or cause to be offered employment or an independent contract to any person who was employed by or under contract legal expenses in conjunction with the Business compliance of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyrequest. (c) The parties acknowledge that they have attempted Employee agrees to limit refrain, except as properly required in the business of the Corporation, or as authorized in writing by the Corporation, (i) from using for Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in own benefit any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant matters to be reasonable treated as trade secrets or as confidential or proprietary information under Paragraph (a) above; (ii) from using these matters for the circumstances existing at benefit of any other person, firm or corporation; (iii) from disclosing these matters to any other person, firm or corporation; and (iv) from authorizing or permitting such disclosure during the timeterm of his employment or thereafter. (d) Employee agrees to surrender to the Corporation at any time upon request and in any event upon termination of employment, except as the Corporation may otherwise consent in writing, all written documents, sketches, records or information whether copyrighted or patented or not, or any copies of imitations thereof, whether made by Employee or not, which embody or contain or describe in any way those matters to be treated as trade secrets or as confidential or proprietary information under Paragraph (a) above. The Corporation shall not unreasonably withhold authorization for Employee further acknowledges that: (1) to retain any matters covered by this Paragraph 6, the continued possession of which by Employee will not, in the event his contract with Corporation's sole but reasonable, opinion, be detrimental to the Company terminates for any reason, he will be able to earn a livelihood without violating best interest of the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the CompanyCorporation. (e) The Employee's duties Employee agrees, during the term of his employment and for a period of two (2) years after the termination thereof, whether such termination be voluntary or not, that the Employee will not, except at the direction of the Corporation, either directly or indirectly, for himself as a proprietor, principal partner, director, officer, employee, agent or other representative acquire or attempt to acquire the business then conducted by the Corporation with any customer of the Corporation under this Section 8 shall survive any contracts existing or proposals submitted on or before the date of termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breachhis employment.

Restrictive Covenants. (a) For The Employer and the Employee recognize and agree that, although Employee's skills are not short-lived, the Employee's services are special and unique, and that for these reasons a covenant on the Employee's part not to compete anywhere in the continental United States or via the Internet during the Term and for a reasonable period of twelve (12) months after the expiration or any termination of the Term is essential to protect the business of the Employer. In light of the foregoing, and because of the proprietary or confidential information to be obtained by or disclosed to the Employee, and as a material inducement for the Employer to enter into the Merger Agreement and this Agreement for any reason whatsoeverand to pay the Employee the compensation as provided herein, the Employee covenants and agrees that, from and after the date hereof and until the Designated Date (as hereinafter defined), he shall not, directly or indirectly, engage in activities for, nor render services : (similar or reasonably related to those in which the Employee shall have rendered to the Companyi) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on engage in or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees assist others to engage in any activity whichCompetitive Activity (as hereinafter defined), were it done by whether such engagement shall be as an officer, director, employee, consultant, agent, lender or security holder (except nothing contained herein shall prevent or be construed as preventing the EmployeeEmployee from holding or purchasing up to one percent (1%) in the aggregate or less of any class of stock or securities of a corporation which is listed on a national securities exchange or regularly traded in the over-the-counter market); (ii) solicit customers, would violate any provision suppliers or other business relations of the this sectionEmployer (and/or its affiliates or subsidiaries) for the purpose of encouraging them to terminate their relationship with the Employer (and/or its affiliates or subsidiaries) or to do business with an entity or person other than the Employer (and/or its affiliates or subsidiaries); or (iii) encourage other employees or consultants of the Employer or Research Analysis Corporation (and/or its affiliates or subsidiaries) to terminate their employment or consultancy with the Employer or Research Analysis Corporation (and/or its affiliates or subsidiaries); or solicit any person (or entity) who was a consultant to or employee of the Employer or Research Analysis Corporation (and/or its subsidiaries or affiliates) within one year of the subject solicitation to do business indirectly or directly with Employee. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoeverAs used herein, the Employee term "Competitive Activity" shall notmean and include the business of (i) providing data bases consisting of information with respect to semiconductors and other electronic components, directly obsolescence of such components and replacement parts for such components and (ii) developing and making available search engines for such data bases, as well as businesses which are the same or indirectly, solicit similar to the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed business activities carried on by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted carried on by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company Employer and its counsel) from the Employee subsidiaries and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) affiliates in the event his contract with continental United States or via the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the CompanyInternet. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. (a) For a period of twelve (12) months after During the expiration or termination of this Agreement for any reason whatsoeverEmployment Period, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done without written approval by the EmployeeBoard, would violate accept or perform any provision of the this section. (b) For a period of twelve (12) months after the expiration work, consulting, or termination of this Agreement other services for any reason whatsoeverother business entity or for remuneration of any kind. Without limiting the foregoing, during the Employment Period, the Employee shall not, directly or indirectly, solicit without written approval by the Company's employees Board, engage in activities or independent contractors businesses (including, without limitation, owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in any manner engaging in the business of owning, operating or managing any business) that are principally or primarily involved in holding, managing or acquiring investments in the healthcare industry or other similar business in which the Employer is engaged (or so engage with, for or on behalf of any customer of the Employer), provided, however, that neither (i) the passive ownership by the Employee of not more than 2.0% of the outstanding equity securities of a publicly traded company nor (ii) the Employee’s ownership of the securities or interests described on Schedule 1 shall constitute a violation of this Section 11(a). If the Employee acquires knowledge of a business venture which may be a business venture or prospective business venture (“Corporate Opportunity”) in which the Employer could have an interest or expectancy, or otherwise is exploiting any Corporate Opportunity, the Employee shall promptly bring such opportunity to leave their employ the Employer. The Employee shall not have the right to hold any such Corporate Opportunity for Employee’s own account or benefit (or for the account or benefit of Employee’s agents’, partners’ or Affiliates’), or to recommend, assign or otherwise transfer or deal in such Corporate Opportunity with Persons other than the Employer. (b) During the Employment Period and for a period of one year thereafter, the Employee shall not, directly or indirectly, solicit, induce or encourage any employee of the Employer to terminate their contracts Employee’s employment with the CompanyEmployer or hire or attempt to hire any employee of the Employer. (c) During the Employment Period and for a period of one year thereafter, the Employee shall not, directly or indirectly, use the Employer’s Confidential Information to induce, attempt to induce or knowingly encourage any Customer (as defined below) of the Employer to divert any business or income from the Employer, or to stop or alter the manner in which it is then doing business with the Employer. FurtherThe term “Customer” with respect to the Employer shall mean any individual or business firm that is, or within the prior 24 months was, a customer or client of the Employer, or whose business was actively solicited by the Employer at any time, regardless of whether such customer or client was generated, in whole or in part, by the Employee’s efforts. (d) During the Employment Period and thereafter, the Employee shall not offer make any disparaging statement concerning the Employer or cause to be offered employment its Affiliates, or an independent contract to their respective predecessors and successors, or any person who was employed by or under contract with the Business of the Company at current or former directors, employees, officers, managers, shareholders, partners, members, agents or representatives of any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to (the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s“Protected Persons”) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary such statement could be reasonably likely to protect damage the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability reputation and/or financial position of any of the restrictive covenant is Protected Persons. Notwithstanding the foregoing, nothing herein shall or shall be deemed to prevent or impair the Employee from (i) testifying truthfully in any way disputed at any timelegal or administrative proceeding if such testimony is compelled or requested, a court or other trier of fact may modify (ii) making competitive-type statements that are normal and enforce customary for the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) industry in the event his contract with context of product or service comparisons and the Company terminates like, or (iii) making good faith statements in the good faith performance of the Employee’s duties for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the CompanyEmployer or its Affiliates. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy the provisions of Sections 10 and 11 are reasonable and necessary to protect the continuing interests of the Employer, and any violation of Sections 10 and 11 will result in irreparable injury to the Employer, the exact amount of which will be difficult to ascertain, and that the remedies at law for any breach such violation would not reasonably or threatened breach by adequately compensate the Employer for such violation. Accordingly, the Employee of this Section 8 would be inadequate, and agrees that if the Employee therefore agrees violates any of the provision of Sections 10 and 11, in addition to any other remedy that may be available at law or in equity, the Company Employer shall be entitled to specific performance and injunctive relief in case relief, without the necessity of any such breach proving actual damages or threatened breachposting of a bond or other security.

Restrictive Covenants. (a) For a period EXECUTIVE acknowledges that technical, financial and other confidential information of twelve (12) months after NAPCO or any third party with which NAPCO is in technical or commercial cooperation, or which EXECUTIVE may obtain knowledge in the expiration course of and by virtue of his employment, constitutes valuable and confidential assets and that unauthorized disclosure or termination of this Agreement for any reason whatsoeverutilization thereof would be detrimental to NAPCO. EXECUTIVE therefore agrees that he will not disclose or utilize, the Employee shall not, directly either during his employment or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) tothereafter, any personsuch technical or other confidential information, entitywithout first obtaining NAPCO's written consent thereto, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar except as such competition is based on disclosure or exploits the Confidential Information utilization may be required by EXECUTIVE's service to NAPCO or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this sectionlaw. (b) For a period All trade secrets and proprietary information including, but not limited to, all formulas, patterns, designs, sales and business plans, plant secrets, processes, methods for determination of twelve (12) months after costs, customer lists, and other confidential secrets, or internal information which heretofore have been or hereafter may be conceived by or disclosed to EXECUTIVE in the expiration course of EXECUTIVE's employment, shall at all times be and remain the sole and exclusive property of NAPCO, except as required by law or termination of this Agreement for any reason whatsoeverby EXECUTIVE's employment at NAPCO, the Employee and shall not, directly be kept confidential by EXECUTIVE and not be utilized personally be EXECUTIVE or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract divulged by EXECUTIVE to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) third party or company. (c) The parties acknowledge that they have attempted All inventions, improvements, patent pendings, ideas concerning patents or improvements relating thereto (collectively hereinafter referred to limit as "Inventions") which EXECUTIVE solely, or with others, receives or reduces to practice or may conceive in the Employee's right to compete only to course of such employment or with the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability use of the restrictive covenant is in any way disputed at any NAPCO time, a court material or other trier facilities, or relating to any subject matter with which my work for NAPCO is or may be concerned or reduced to practice during the term of fact may modify and enforce my employment by NAPCO, shall be the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timesole property of NAPCO. (d) The Employee further acknowledges that: (1) EXECUTIVE shall promptly disclose in writing to NAPCO and maintain adequate and current written records of such Inventions, in the event his contract form of notes, sketches, drawings or reports, which shall be the property of NAPCO, shall specifically assign to NAPCO all such Inventions and shall executed all papers and perform all other lawful acts which NAPCO deems necessary or advisable for the preparation and prosecution of patent applications and the procurement and maintenance of United States and foreign patents and for the transfer of interests therein to NAPCO. It is understood and agreed that all expenses incurred with respect to the Company terminates obligations of this paragraph shall be by NAPCO or its nominee. EXECUTIVE shall make no other application for any reason, he will be able intellectual property relating to earn a livelihood such Inventions without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Companyexpress written approval of NAPCO. (e) The EmployeeEXECUTIVE shall not make or permit to be made, except pursuant to his duties hereunder and for the sole use and account of NAPCO, any papers or documents, including drawings and records of research, made by EXECUTIVE or at EXECUTIVE's duties under this Section 8 directions or which may come into EXECUTIVE's possession in any way, and EXECUTIVE shall survive deliver to NAPCO on the termination of employment, all such materials in EXECUTIVE'S possession. (f) EXECUTIVE agrees that during the Employeeterm of employment hereunder, he will not, except with the prior written consent of NAPCO, directly or indirectly engage in, or accept any position as an agent, employee, officer or director of, or consult, advise with, invest in, or otherwise in any way give assistance to aid any person, firm or corporation (or any of their related entities) in the security alarm, fire alarm, security lock, security hardware or entry access products industry either as a manufacturer, installer and/or distributor. For a period of three (3) years after the termination of EXECUTIVE's employment hereunder, he will not, without the prior written consent of NAPCO, directly or indirectly engage in, or accept any position as agent, employee, officer or director of, or consult, advise with, invest in (except in insignificant amounts) or otherwise in anyway give assistance or aid to any person, firm, or corporation (or any of their related entities) engaging in business which relates directly or indirectly with the Companybusiness of NAPCO or which would be competitive or a competitive substitute with any product(s) or product lines in the security alarm, fire alarm, security lock, security hardware or entry access products industry either as a manufacturer, installer, and/or distributor of which NAPCO was involved with at the time of termination of EXECUTIVE's employment hereunder. The Employee This provision applies to any aforementioned affiliation of EXECUTIVE to any person, firm, or corporation (or any of their related entities) engaging in business which relates directly or indirectly with the business of NAPCO or which would be competitive or a competitive substitute with any product(s) or product lines in the security alarm, fire alarm, security lock, security hardware or entry access products industry either as a manufacturer, installer, and/or distributor which is conducting any business in the United States of America. EXECUTIVE explicitly acknowledges that a remedy at law for any breach or threatened breach by the Employee reasonableness of the scope of this Section 8 would be inadequateparagraph in view of the fact that EXECUTIVE was never previously engaged in any businesses relating to NAPCO, and in view of the Employee therefore fact that EXECUTIVE's position at NAPCO will enable him to become privy to significant and sensitive information. (g) EXECUTIVE covenants and agrees that so long as he is in the Company shall be entitled employ of NAPCO and after leaving the employ of NAPCO, he will not directly or indirectly disclose, communicate, divulge or furnish to injunctive relief or use for the benefit of himself (except while he is in case the employ solely and in the pursuit of the activities of NAPCO) or any other person, firm or corporation, any other of the trade secrets, designs, improvements, marketing plans, inventions of NAPCO belonging to NAPCO, or the designs, or processes of distribution, or processes of manufacture of any such breach product or threatened breacharticle sold or distributed by NAPCO, which EXECUTIVE may learn by virtue by his activities or which he may develop for NAPCO.

Restrictive Covenants. (a) For A. Employee recognizes and acknowledges that as a period consequence of twelve (12) months his duties hereunder, Employee will be provided access to or will come in contact with confidential information of or regarding the Company and its parent, Medley Credit Acceptance Corp., from time to time. Accordingly, Employee agrees that he will not, during or after the expiration or termination term of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes his engagement except with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions prior written consent of the Company, whether now existing disclose any confidential information relating to the Company or hereafter establishedits Parent. The Provisions of this section shall not apply to information which Employee is required to disclose by law or by order a court of competent jurisdiction but only to the extent required by law or by order and when reasonably possible, nor only if Employee shall give the Company prior notice of such intended disclosure so that the Company has the opportunity to seek a protective order if it deems such appropriate. B. As used in this Agreement, "confidential information" shall mean and include studies, plans, reports, records, promotional materials, agreements, memoranda, documents, information related to Company activities, systems, finances, client lists, research data, personnel data, financing sources, and such other related information not of a public knowledge. C. For so long as the Employee enticeis employed hereunder, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer engage either as principal, agent or cause to consultant, or through any corporation, firm or organization in which he is or may be offered employment an officer, director, employee, shareholder, partner, member or an independent contract to with which he is otherwise affiliated in any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage business for profit which is engaged in any activity or render services referred business similar to in Subsection that of the Employer. D. The Employee covenants and agrees that for a period of two (a2) upon receipt of written assurances (satisfactory to the Company and its counsel) years from the date of his termination of employment with the Employer, either voluntary or involuntary, that he will not directly or indirectly solicit, circularize or aid in the solicitation of any business from any client who dealt with the Employer during the period which the Employee and from first brought to Employer at the Employee's prospective employer(s), partner(s) or company commencement of his employment. Said clients are described on Exhibit "A" attached hereto. E. It is agreed by the Employee that should he violate the integrity and provisions of this Section will not section, the Company shall have the right to obtain an Order from a court of competent jurisdiction enjoining him from violating any and all of the provisions of this section or of this Agreement and the Company's application for such a writ in injunction shall be deemed without prejudice to any way be jeopardized all other rights, remedies or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction actions which may accrue in favor of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, as a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination result of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and provision or of the Employee therefore agrees that terms of this Agreement. In the event the Company is required to institute any litigation concerning the terms and conditions of this section or of this Agreement, the prevailing party shall be entitled to injunctive relief reimbursement of all reasonably attorney's fee and costs at both the trial and the appellate court level. The Employee further agrees that in case the event of any such breach or threatened breachlitigation venue shall only be proper in Dade County, Florida.

Restrictive Covenants. 7.1 The services of the Employee are unique and extraordinary and essential to the business of the Company, especially since the Employee shall have access to the Company's customer lists, trade secrets and other privileged and confidential information essential to the Company's business. Therefore, the Employee agrees that, if the term of his employment hereunder shall expire or his employment shall at any time terminate for any reason whatsoever, with or without cause, the Employee will not at any time within two (2) years after such expiration or termination (the "Restrictive Covenant Period"), without the prior written consent of the Company (which consent shall require the approval of the Board of Directors of the Company), directly or indirectly, anywhere within five (5) miles of the location of any office of the Company or any franchisee thereof at the date of expiration or termination, whether individually or as a principal, officer, employee, partner, member, manager, director, agent of, or consultant or independent contractor to, any entity, (i) engage or participate in a business which, as of such expiration or termination date, is similar to or competitive with, directly or indirectly, that of the Company and shall not make any investments in any such similar or competitive entity, except that the foregoing shall not restrict the Employee from acquiring up to one percent (1%) of the outstanding voting stock of any entity whose securities are listed on a stock exchange or Nasdaq; (ii) cause or seek to persuade any director, officer, employee, customer, client, account, agent or supplier of, or consultant or independent contractor to, the Company, or others with whom the Company has a business relationship (collectively "Business Associates"), to discontinue or materially modify the status, employment or relationship of such person or entity with the Company, or to become employed in any activity similar to or competitive with the activities of the Company; (iii) cause or seek to persuade any prospective customer, client, account or other Business Associate of the Company (which at or about the date of cessation of the Employee's employment with the Company was then actively being solicited by the Company) to determine not to enter into a business relationship with the Company or to materially modify its contemplated business relationship; (iv) hire, retain or associate in a business relationship with, directly or indirectly, any director, officer or employee of the Company; or (v) solicit or cause or authorize to be solicited, or accept, for or on behalf of him or any third party, any business from, or the entering into of a business relationship with, (a) For others who are, or were within one (l) year prior to the cessation of his employment with the Company, a customer, client, account or other Business Associate of the Company, or (b) any prospective customer, client, account or other Business Associate of the Company which at or about the date of such cessation was then actively being solicited by the Company. The foregoing restrictions set forth in this Paragraph 7.1 shall apply likewise during the Employment Period. Notwithstanding the foregoing, (x) in the event the Employee is entitled to receive the Severance Amount (as hereinafter defined) or his employment is terminated by the Company without cause, then the obligations under this Paragraph 7.1 shall terminate in the event the Company defaults in its obligation to make any payments provided for in Paragraph 11.2 or 11.3 hereof and such default continues for a period of twelve twenty (1220) months days following receipt by the Company of written notice thereof from the Employee; and (y) the provisions of this Paragraph 7.1 shall cease to apply in the event (I) this Agreement is terminated pursuant to the provisions of Paragraph 11.1(a) hereof or (II) (A) the term of this Agreement is extended for the Extended Term; (B) prior to the expiration of the Extended Term (the "Extended Expiration Date"), the Employee is not offered by the Company a further two (2) year extension of the term of this Agreement at an annual base salary at least equal to his annual base salary in effect at the Extended Expiration Date and otherwise substantially upon the terms set forth herein (except for any loans and bonuses provided for herein); (C) prior to the Extended Expiration Date, the Employee's employment with the Company is not terminated in accordance with the provisions of Paragraph 11.1(b) hereof and he does not voluntarily terminate his employment with the Company; and (D) the Employee's employment with the Company terminates on the Extended Expiration Date. 7.2 The Employee agrees to disclose promptly in writing to the Board of Directors of the Company all ideas, processes, methods, devices, business concepts, inventions, improvements, discoveries, know-how and other creative achievements (hereinafter referred to collectively as "discoveries"), whether or not the same or any part thereof is capable of being patented, trademarked, copyrighted, or otherwise protected, which the Employee, while employed by the Company, conceives, makes, develops, acquires or reduces to practice, whether acting alone or with others and whether during or after usual working hours, and which are related to the Company's business or interests, or are used or usable by the Company, or arise out of or in connection with the duties performed by the Employee. The Employee hereby transfers and assigns to the Company all right, title and interest in and to such discoveries (whether conceived, made, developed, acquired or reduced to practice on or prior to the date hereof or hereafter during his employment with the Company), including any and all domestic and foreign copyrights and patent and trademark rights therein and any renewals thereof. On request of the Company, the Employee will, without any additional compensation, from time to time during, and after the expiration or termination of, the Employment Period, execute such further instruments (including, without limitation, applications for copyrights, patents, trademarks and assignments thereof) and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its right in respect of such discoveries. All expenses of filing or prosecuting any patent, trademark or copyright application shall be borne by the Company, but the Employee shall cooperate in filing and/or prosecuting any such application. (a) The Employee represents that he has been informed that it is the policy of the Company to maintain as secret all confidential information relating to the Company, including, without limitation, any and all knowledge or information with respect to secret or confidential methods, processes, plans, materials, customer lists or data, or with respect to any other confidential or secret aspect of the Company's activities, and further acknowledges that such confidential information is of great value to the Company. The Employee recognizes that, by reason of his employment with the Company, he will acquire confidential information as aforesaid. The Employee confirms that it is reasonably necessary to protect the Company's goodwill, and, accordingly, hereby agrees that he will not, directly or indirectly (except where authorized by the Board of Directors of the Company), at any time during the term of this Agreement or thereafter divulge to any person, firm or other entity, or use, or cause or authorize any person, firm or other entity to use, any such confidential information. (b) The Employee agrees that he will not, at any time, remove from the Company's premises any drawings, notebooks, software, data or other confidential information relating to the business and procedures heretofore or hereafter acquired, developed and/or used by the Company, except where necessary in the fulfillment of his duties hereunder. (c) The Employee agrees that, upon the expiration or termination of this Agreement for any reason whatsoever, he shall promptly deliver to the Employee Company any and all drawings, notebooks, software, data and other documents and material, including all copies thereof, in his possession or under his control relating to any confidential information or discoveries, or which is otherwise the property of the Company. (d) For purposes hereof, the term "confidential information" shall notmean all information given to the Employee, directly or indirectly, engage in activities for, nor render services (similar or reasonably related by the Company and all other information relating to those in which the Company otherwise acquired by the Employee shall have rendered during the course of his employment with the Company (whether on or prior to the Companydate hereof or hereafter), other than information which (i) was in the public domain at the time furnished to, any personor acquired by, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of or (ii) thereafter enters the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall notpublic domain other than through disclosure, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee or others in violation of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case an agreement of any such breach confidentiality or threatened breachnondisclosure.

Restrictive Covenants. (a) For a period At all times until the fifth (5th) anniversary of twelve the Closing Date (12) months after the expiration or termination of this Agreement for any reason whatsoever“Restricted Period”), the Employee Seller shall not, and shall cause its subsidiaries and controlled Affiliates not to, directly or indirectly, engage (i) solicit to employ, or solicit to provide services to Seller or any of its subsidiaries and controlled Affiliates, (x) any Transferred Employee who is then currently employed by Buyer or an Affiliate of Buyer, or (y) any Person with whom Seller had contact in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes connection with Buyer’s investigation of the Business or the Business or negotiation of this Agreement who is then currently employed by Buyer or an Affiliate of Buyer, or (ii) induce or attempt to induce (x) any Transferred Employee who is then currently employed by Buyer or an Affiliate of Buyer, or (y) any Person with whom Seller had contact in connection with Buyer’s investigation of the Company Business or the Business or negotiation of this Agreement who is then currently employed by Buyer or an Affiliate of Buyer, to terminate his or her employment or association with Buyer or its Affiliates. For purposes of this Section 11.1 (a), the extent and insofar as such competition is based term “solicit” shall not include generalized searches for employees through media advertisements, employment firms or otherwise that are not focused on or exploits directed to (x) any Transferred Employee who is then currently employed by Buyer or an Affiliate of Buyer, or (y) any Person who participated in the Confidential Information or Inventions investigation of the Company, whether now existing Business or hereafter established, nor shall the Employee entice, induce Business or encourage any negotiation of the Company's employees to engage in any activity which, were it done this Agreement who is then currently employed by the Employee, would violate any provision Buyer or an Affiliate of the this sectionBuyer. (b) For a period of twelve (12) months after At all times during the expiration or termination of this Agreement for any reason whatsoeverRestricted Period, the Employee Seller shall not, and shall cause its subsidiaries and controlled Affiliates not to, directly or indirectlyindirectly (i) purchase or otherwise enter into any marketing, solicit referral or similar arrangements to use any search engine, Internet portals or other sources of Internet referral traffic, including Google, Bing, Yahoo, Ask, Facebook, Groupon and the Company's employees or independent contractors to leave their employ or terminate their contracts like with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract respect to any person who was employed by or under contract with the Business of the Company at any time during search terms listed on Schedule 11.1 hereto or (ii) engage directly in the twelve provision of team apparel, work wear, spirit jerseys (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(sincluding billboard prints), partner(s) or company that the integrity fan jerseys, varsity jackets and provisions of this Section will not in any way be jeopardized or violated by such activitiesletterman jackets, provided the burden of so establishing the foregoing to the satisfaction of the Company corporate apparel and its counsel shall be upon the Employee custom embroidered team uniforms and his prospective employer(s), partner(s) or companycustom embroidered jackets. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. (a) For a period The services of twelve (12) months after the expiration Employee are unique and extraordinary and essential to the business of the Company, especially since the Employee shall have access to the Company’s customer lists, producer lists, trade secrets and other privileged and confidential information essential to the Company’s business. Therefore, the Employee agrees that, if the term of his employment hereunder shall expire or termination of this Agreement his employment shall at any time terminate for any reason whatsoever, with or without Cause (as hereinafter defined) and with or without Good Reason (as hereinafter defined), the Employee shall notwill not at any time during the Restrictive Covenant Period (as hereinafter defined), without the prior written consent of the Company, directly or indirectly, engage in activities forwhether individually or as a principal, nor render services (similar officer, employee, partner, shareholder, member, manager, director, agent of, or reasonably related to those in which the Employee shall have rendered to the Company) consultant or independent contractor to, any person, entitycorporation, firmlimited liability company, partnership, limited partnership or other entity (collectively, “Person”): (i) cause or seek to persuade any director, officer, employee, customer, client, account, agent, producer, reinsurer or supplier of, or consultant or independent contractor to, the Company, or others with whom the Company has a business organization which directly relationship (collectively, “Business Associates”), to discontinue or indirectly competes materially modify the status, employment or relationship of such Person with the Company; (ii) cause or seek to persuade any prospective customer, client, account or other Business Associate of the Company (which at or about the Cessation Date was then actively being solicited by the Company) to determine not to enter into a business relationship with the extent and insofar as such competition is based on Company or exploits the Confidential Information to materially modify its contemplated business relationship; or (iii) hire, retain or Inventions associate in a business relationship with, directly or indirectly, any director, officer or employee of the Company, whether now existing or hereafter established, nor . The foregoing restrictions set forth in this Section 7.1(a) shall apply likewise during the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this sectionTerm. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoeverpurposes hereof, the Employee term “Restrictive Covenant Period” shall not, directly or indirectly, solicit mean the Company's employees or independent contractors to leave their employ or terminate their contracts eighteen (18) month period commencing with the Company. FurtherCessation Date; provided, the Employee shall not offer or cause however, that, except with respect to be offered employment or an independent contract to any person who was employed by or under contract with the Business clause (iii) of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection paragraph (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s)hereof, partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with that the Employee’s employment is terminated by the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach Cause or threatened breach by the Employee of this Section 8 would be inadequatefor Good Reason, the term “Restrictive Covenant Period” shall mean the period commencing with the Cessation Date and ending on the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breachExpiration Date.

Restrictive Covenants. (a) For During the Term and for a period of twelve (12) months after the expiration or two years following termination of this Agreement for Agreement, Employee (i) will not violate or cause Parent, Employer or any reason whatsoeverof the Companies to violate the terms of any agreement, including any franchise agreement, which Employer is obligated under, except with the Employee shall notexpress written consent of the duly empowered officer of Parent or Employer or pursuant to an order of a court of competent jurisdiction; (ii) will not divulge or use any confidential information the effect of which would be injurious to Parent, directly Employer or indirectlyany of the Companies without the prior written consent of a duly empowered officer of Parent or Employer; and (iii) will not divulge or use any confidential information the effect of which would be injurious to Fiesta Restaurant Group, engage in activities forInc., nor render services or any of the its subsidiaries (similar or reasonably related to those in which collectively “Fiesta”) without the prior written consent of a duly empowered officer of Fiesta. Employee shall have rendered the right to approve the Company) toprovisions of any such franchise or other agreement which restricts Employee’s future employment or business interests. During the Term and for a period of two years following termination of Employee’s employment hereunder (the “Restricted Period”), Employee will not solicit or employ any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by Parent, Employer or under contract with the Business any of the Company at any time during the twelve (12) Companies within six months prior to the termination of his Employee’s employment, in any business in which Employee has a material interest, direct or indirect, as an officer, partner, shareholder or beneficial owner. The preceding sentence shall not prohibit Employee from hiring any person whose employment with is terminated involuntarily by Parent or Employer or any of the CompanyCompanies during the Term or at any time thereafter provided that such hiring shall not occur until after Employee’s termination of employment hereunder. Upon In addition, during the Employee's written request Restricted Period, Employee will not solicit or employ any person, who was employed by Fiesta within six months prior to the Company specifying termination of Employee’s employment, in any business in which Employee has a material interest, direct or indirect, as an officer, partner, shareholder or beneficial owner unless such hiring or solicitation is approved in advance and in writing by Fiesta. The preceding sentence shall not prohibit Employee from hiring any person whose employment is terminated involuntarily by Fiesta during the activities proposed Term or at any time thereafter provided that such hiring shall not occur until after Employee’s termination of employment hereunder. (b) In view of the unique and valuable services it is expected Employee will render to Parent, Employer and the Companies, and in consideration of the compensation to be conducted received hereunder, Employee agrees (i) that he will not, during the period he is employed by Employer under this Agreement or otherwise, Participate In (as defined below) any other business or organization, which is engaged in the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection Retail Fast-Food Restaurant Business (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(sas defined below), partner(sand (ii) for a period of two years after he ceases to be employed by Employer under this Agreement, he will not compete with or company be engaged in the Retail Fast-Food Restaurant Business or Participate In any other business or organization which during such two year period is engaged in the Retail Fast-Food Restaurant Business within the Area (as defined below), except that in each case the integrity and provisions of this Section 11(b) will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction deemed breached merely because Employee owns not more than 5% of the Company and outstanding common stock of a corporation, if, at the time of its counsel shall be upon acquisition by Employee, such stock is listed on a national securities exchange, is listed or reported on NASDAQ, or is regularly traded in the Employee and his prospective employer(s), partner(s) or companyover-the-counter market by a member of a national securities exchange. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. HoweverAs used in this Agreement, the parties hereby agree thatterm “Participate In” shall mean: “directly or indirectly, if the scope for his own benefit or enforceability of the restrictive covenant is in for, with, or through any way disputed at any timeother person, a court firm, or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) corporation, own, manage, operate, control, loan money to, or participate in the event ownership, management, operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Companyname in. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.”

Restrictive Covenants. (a) For During the Term and at all times thereafter, the Executive shall not, without the prior written consent of the Company, divulge, disclose or make accessible to any other Person any Confidential Information except (v) to the Company and its Affiliates, or to any authorized (or apparently authorized) agent or representative of any of them, (w) in connection with performing his duties hereunder, (x) when required to do so by law or by a court, governmental agency, legislative body, arbitrator or other Person with apparent jurisdiction to order him to divulge, disclose or make accessible such information, (y) in the course of any Proceeding under Section 12(c) or 15 or (z) in confidence to an attorney or other professional advisor for the purpose of securing professional advice. In the event that the Executive is required to disclose any Confidential Information pursuant to clause (x) or (y) of the immediately preceding sentence, he shall (A) promptly give the Company notice that such disclosure is or may be made and (B) cooperate with the Company, at its reasonable request and sole expense, in seeking to protect the confidentiality of the Confidential Information. (b) The Executive shall not, for his own benefit or the benefit of any other Person, without the prior written consent of the Company and other than in connection with his services hereunder: (i) during the Term, and in the event of any termination of the Executive's employment hereunder, for the remainder of the then-scheduled Term, provided that such period of shall be no less than twelve (12) months after the expiration or termination of this Agreement for any reason whatsoeverand shall not exceed eighteen (18) months (such period, the Employee shall not"Restricted Period"), perform material services for, or otherwise have material involvement with (whether as an officer, director, partner, consultant, security holder, owner, employee, independent contractor or otherwise), any Person that competes materially (whether directly or indirectly) with the Company in the Business in the United States; provided further that the Executive may in any event (x) own up to a five percent (5%) passive ownership interest in any public or private entity and (y) be employed by, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall otherwise have rendered to the Company) tomaterial association with, any personbusiness that competes materially with the Company in the Business if his employment or association does not involve competing with the Company in the Business. (ii) during the Restricted Period, entitypersonally solicit, firmaid in the solicitation of, business organization which induce or otherwise encourage (whether directly or indirectly competes with indirectly) any individual who is, at the Business time of the Company to the extent and insofar such encouragement, employed as such competition is based on an executive, highly-compensated employee, or exploits the Confidential Information or Inventions managerial/supervisory employee of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section.cease such employment; or (biii) For a period of twelve during the Restricted Period, personally solicit, aid in the solicitation of, induce, or otherwise encourage (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, whether directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to ) any person who Person that was employed by or under contract with the Business a customer of the Company at any time during the twelve Term for the purpose of (12a) months prior selling services or products to such Person in competition with the termination of his employment Company in the Business or (b) inducing such Person to cancel, transfer or cease doing Business in whole or in part with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge Executive acknowledges and agrees that they have attempted to limit the EmployeeCompany's right to compete only to Business and the extent services it provides are highly competitive, and that the restrictions contained in this Section 12 are reasonable and necessary to protect the Company from unfair competitionCompany's legitimate business interests. However, the parties hereby agree that, if the scope The Executive further acknowledges that any actual or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact prospective breach may modify and enforce the covenant irreparably cause damage to the extent that it finds the covenant to Company for which money damages may not be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) adequate. Therefore, in the event his contract with the Company terminates for of any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach actual or threatened breach by the Employee Executive of this any of the provisions of Section 8 would be inadequate12(a) or 12(b) above, and the Employee therefore agrees that the Company shall each be entitled to seek, through arbitration in accordance with Section 15 or from any court with jurisdiction over the matter and the Executive, temporary, preliminary and permanent equitable/injunctive relief restraining the Executive from violating such provision and to seek, in case of addition, but solely through arbitration in accordance with Section 15, money damages, together with any such breach or threatened breachand all other remedies available under applicable law.

Restrictive Covenants. (a) For In Executive’s role as CEO, the Company will provide, and has provided, Executive with access to the Proprietary Information (as defined below at 7(d)) and other confidential information of the Company. As the CEO, Executive will also benefit from the business goodwill of the Company that Company has spent considerable time, effort and expense to develop. In consideration for the Company’s agreement to provide Executive with its Proprietary Information and other confidential information and in consideration of Executive benefitting from the Company’s business goodwill, Executive agrees as follows: The Executive shall not, at any time during the Restricted Period, directly or indirectly engage in, have any equity interest in, or manage or operate any person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity (i) relating to pharmaceutical research and the development of therapeutic antidotes for treatment of drugs of abuse, which competes with the business of the Company or any entity owned by the Company, or (ii) which the Company or any of its Affiliates has taken active steps to engage in or acquire, but only if the Executive directly or indirectly engages in, has any equity interest in, or manages or operates, such business or activity (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise). Notwithstanding the foregoing, the Executive shall be permitted to acquire a period passive stock or equity interest in such a business; provided that such stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business. (b) In Executive’s role as CEO, the Company will provide, and has provided, Executive with access to the Proprietary Information and other confidential information of the Company. As the CEO, Executive will also benefit from the business goodwill of the Company that Company has spent considerable time, effort and expense to develop. In consideration for the Company’s agreement to provide Executive with its Proprietary Information and other confidential information and in consideration of Executive benefitting from the Company’s business goodwill, Executive agrees as follows: The Executive shall not, at any time during Executive’s employment or during the twelve (12) months after 12)-month period immediately following the expiration or termination Date of this Agreement for any reason whatsoever, the Employee shall notTermination, directly or indirectly, engage in activities for, nor render services (similar either for himself or reasonably related to those in which the Employee shall have rendered to the Company) to, on behalf of any person, other entity, firm(i) recruit or otherwise solicit or induce any employee, business organization which directly customer, subscriber or indirectly competes with the Business supplier of the Company to the extent and insofar as such competition is based on terminate its employment or exploits the Confidential Information or Inventions of arrangement with the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts otherwise change its relationship with the Company. Further, the Employee shall not offer or (ii) hire, or cause to be offered employment or an independent contract to hired, any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months 12)-month period immediately prior to the termination Date of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyTermination. (c) The parties acknowledge that they have attempted provisions contained in Sections 7(a) and (b) may be altered and/or waived to limit be made less restrictive on the Employee's right to compete only to Executive with the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability prior written consent of the restrictive covenant is in any way disputed at any time, a court Board or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeCompensation Committee. (d) The Employee further acknowledges that: (1) Except as the Executive reasonably and in good faith determines to be required in the event his contract faithful performance of the Executive’s duties hereunder or in accordance with Section 7(f), the Company terminates Executive shall, during Executive’s employment and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any reasonperson, he will be able firm, corporation or other entity, any confidential or proprietary information or trade secrets of or relating to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. , including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (e) “Proprietary Information”), or deliver to any person, firm, corporation or other entity, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Employee's duties under this Section 8 shall survive termination Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any person, firm, corporation or other entity, any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Employee's employment with Executive’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The Employee acknowledges parties hereby stipulate and agree that a remedy at law for any breach or threatened breach by as between them, the Employee Proprietary Information identified herein is important, material and affects the successful conduct of this Section 8 would be inadequate, and the Employee therefore agrees that businesses of the Company shall be entitled to injunctive relief in case (and any successor or assignee of any such breach or threatened breachthe Company).

Restrictive Covenants. (a) For Based on the information in Section 2 of this Agreement, and in consideration of the Company employing Executive Officer, it is agreed that during Executive Officer's employment with the Company and for a period of twelve (12) months after thereafter (the expiration or termination of this Agreement for any reason whatsoever“Restrictive Period”), the Employee Executive Officer shall not, except on behalf of the Company, directly or indirectly, engage by himself, or through or on behalf of, or in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) toconjunction with, any other person, entitypersons, firmcompany, business organization partnership or other entity which Executive Officer is directly or indirectly competes associated, own, operate, participate in the management or control of, be employed by, or act as a consultant to any enterprise in the United States or Europe engaged in the business of performing services or producing and/or selling products which compete directly with the Business Business, products or services of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period Executive Officer agrees that during the Restrictive Period, Executive Officer shall not directly or indirectly solicit or induce or attempt to solicit or induce any employee, current or future, of twelve (12) months after the expiration or termination of this Agreement Company to leave the Company for any reason whatsoever, the Employee shall not, directly whatsoever or indirectly, solicit hire any current or future employees of the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge Executive Officer agrees that they have attempted to limit during the Employee's right to compete only to Restrictive Period, Executive Officer shall not directly or indirectly solicit the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope trade of or enforceability trade with any customer or prospective customer of the restrictive covenant is in any way disputed at any timeCompany, a court or other trier except that during his period of fact employment Executive Officer may modify and enforce solicit customers for legitimate business purposes for the covenant to benefit of the extent that it finds the covenant to be reasonable under the circumstances existing at the timeCompany. (d) The Employee further acknowledges that: Executive Officer agrees not to take advantage of, use, acquire, or usurp any business opportunities of which Executive Officer is made aware during his employment by the Company. All such business opportunities shall be for the sole benefit of the Company, and Executive Officer may not pursue such business opportunities for anyone other than the Company, unless the Company expressly consents in writing or until one (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention year after termination of Executive Officer's employment by the Company. (e) Executive Officer represents and warrants that his experience and capabilities are such that the restrictive covenants set forth herein will not prevent him from earning a livelihood and that Executive Officer will be fully able to earn an adequate livelihood for himself if any of such provisions should be specifically enforced against Executive Officer. (f) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges parties agree that a remedy at law for any breach or threatened breach by the Employee each paragraph of this Section 8 would 3 of this Agreement constitutes an independent covenant, which shall be inadequate, and the Employee therefore agrees enforceable notwithstanding any other right or remedy that the Company shall be entitled to injunctive relief in case may have under any other provision of any such breach this Agreement or threatened breachotherwise.

Restrictive Covenants. (a) For In light of the unique and valuable services it is expected the Employee will render to the Corporation, the Employee's knowledge of the business of the Corporation and proprietary information relating to the business of the Corporation and similar knowledge regarding the Corporation it is expected the Employee will obtain during the course of his employment with the Corporation, and in consideration of this Agreement and the compensation to be received by the Employee hereunder, the Employee agrees that for so long as he is employed by the Corporation and for a period of twelve one year thereafter (12) months after the expiration "Covenant Period"), he will not compete, directly or termination indirectly, with the Corporation or any of its subsidiaries now owned or hereafter acquired (for purposes of this Agreement for Section 9, the "Corporation") or, directly or indirectly (except as permitted by Section 3 hereof), own, manage, operate, control, loan money to, or participate in the ownership, management, operation or control of, or be connected with as a director, officer, employee, partner, consultant, agent, independent contractor or otherwise, or acquiesce in the use of his name in, any reason whatsoeverother business or organization which competes, directly or indirectly, with the Corporation, in any geographical area in which the Corporation is then conducting business or any geographical area in which, to the knowledge of the Employee, the Corporation plans to conduct business within a six (6) month period. (b) During the Covenant Period, the Employee shall will not, directly or indirectly, engage in activities foreither individually or on behalf of any other person or entity (i) solicit customers, nor render services (similar suppliers, or reasonably related other business relations of the Corporation for the purpose of interfering with or encouraging them to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes terminate their relationship with the Business Corporation, or (ii) encourage other employees (full-time or part-time) of the Company Corporation to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyCorporation. (c) The It is acknowledged and agreed that the restrictions contained in this Section (d) It is the desire and intent of the parties acknowledge that they have attempted to limit the Employee's right to compete only provisions of this Section 9 shall be enforced to the fullest extent necessary permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 9 shall be adjudicated to protect be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the Company from unfair competitionportion thus adjudicated to be invalid or unenforceable. However, Such deletion shall apply only with respect to the parties hereby agree thatoperation of such provisions of this Section 9 in the particular jurisdiction in which such adjudication is made. In addition, if the scope or enforceability of any restriction contained in this Section 9 is too broad to permit enforcement thereof to its fullest extent, then such restriction shall be enforced to the restrictive covenant is maximum extent permitted by law, and the Employee hereby consents and agrees that such scope may be judicially modified in any way disputed at any time, a court or other trier of fact may modify and proceeding brought to enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Companyrestriction. (e) The Employee's duties under this Section 8 shall survive termination In the event of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of the provisions of this Section 8 would be inadequate9, and the Employee therefore agrees that the Company Corporation shall be entitled to injunctive an injunction and such other equitable relief in case of as may be necessary or desirable to enforce the restrictions contained herein. Nothing herein contained shall be construed as prohibiting the Corporation from pursuing any other remedies available for such breach or threatened breachbreach or any other breach of this Employment Agreement.

Restrictive Covenants. (a) For a period of twelve (12) months after the expiration or termination of At all times while this Agreement for remains in effect Medical Group agrees that it shall not, directly or indirectly: (i) engage in the ownership, operation or management of any reason whatsoeverradiation oncology practice or facilities or otherwise engage in the provision of radiation oncology services (whether as a separate business or in conjunction with any other business (a “Competing Business”) within an eight (8) mile radius of the Office (the “Service Area”); or (ii) have any interest, whether as owner, stockholder, partner, member, director, officer, employee or consultant in any Competing Business in the Employee Service Area. (b) At all times while this Agreement remains in effect Medical Group agrees that it shall not, directly or indirectly, engage in activities for(i) solicit, nor render services (similar encourage or reasonably related to those in which advise patients serviced during the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination term of this Agreement to obtain or seek professional services from any professional who is not an employee, independent contractor or partner of Medical Group, or (ii) solicit, encourage or advise any employees of Manager to terminate employment with Manager for any reason whatsoever. Notwithstanding the foregoing, nothing in this Agreement is intended to prevent Medical Group from referring a patient in need of specialty services not otherwise provided by Medical Group, or for other reasons in the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business best interests of the Company at any time during the twelve (12) months prior patient, to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity another duly licensed professional or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyfacility. (c) The parties acknowledge Medical Group acknowledges that they the restrictive covenants contained in this Section 13 have attempted unique value to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. HoweverManager, the parties hereby agree breach of which cannot be adequately compensated in an action of law. Medical Group further agrees that, if in the scope or enforceability event of the breach of the restrictive covenant is in any way disputed at any timecovenants contained herein, Manager shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining either or both of them from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, Manager shall be entitled to a temporary restraining order and a preliminary injunction. The prevailing party shall be entitled to reimbursement from the other trier party of fact may modify its reasonable costs and enforce the covenant to the extent that it finds the covenant expenses (including attorneys’ fees and disbursements) of, or related to, such action or proceeding. No such remedy shall be construed to be reasonable the exclusive remedy of Manager and any and all such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at law or in equity, otherwise available under the circumstances existing terms of this Agreement, at the timecommon law, or under federal, state or local statutes, rules and regulations. (d) The Employee further acknowledges that: (1) If any court of competent jurisdiction shall deem any of the restrictive covenants contained in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination 13, or portion of any such covenants, too extensive or unenforceable, the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee other provisions of this Section 8 would be inadequate13 shall nevertheless stand and remain enforceable according to their terms. In such circumstance, and the Employee therefore agrees parties hereto expressly authorize the court to modify such covenants or offending portion thereof, so that the Company shall be entitled restrictions, limitations and scope of the restrictive covenants extend for the longest period, comprise the largest territory and are enforceable to injunctive relief in case of any such breach or threatened breachthe maximum permissible extent by law under the circumstances.

Restrictive Covenants. (a) For Following the Effective Date, Expedia shall use commercially reasonable efforts to monitor the Expedia Employees and Former Expedia Employees to determine whether any such Expedia Employees or Former Expedia Employees have breached any of the restrictive covenants in the agreements evidencing the terms of their New IAC Options and IAC Awards. As soon as practicable following Expedia’s reasonable belief that an Expedia Employee or Former Expedia Employee has breached any such covenant, Expedia shall provide IAC in writing with the name and address of such employee or former employee and the name and address of the enterprise in which such employee or former employee is believed to have been engaged. Notwithstanding the foregoing or anything in any agreement evidencing the terms of any New IAC Options and IAC Awards or otherwise to the contrary, it shall not be a period violation of twelve (12) months after any IAC non-competition or non-solicitation of clients or customers covenant for an Expedia Employee to engage in acts on behalf of Expedia or an Expedia Entity that are otherwise prohibited by the expiration terms of such non-competition or termination non-solicitation of this Agreement clients or customers covenants and it shall not be a violation of any Expedia non-competition or non-solicitation of clients or customers covenant for any reason whatsoeveran IAC Employee to engage in acts on behalf of IAC or an IAC Entity that are otherwise prohibited by the terms of such non-competition or non-solicitation of clients or customers covenants. In addition, following the Effective Time, the restrictive covenants (including without limitation any proprietary rights agreements or confidential information covenants) to which any Expedia Employee or Former Expedia Employee are party shall notrun in favor of Expedia (and, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits relating to IAC, shall run in favor of IAC to the Confidential Information or Inventions same extent that they ran in favor of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months IAC immediately prior to the Effective Time; provided, that the Effective Time shall be treated as a termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction IAC for purposes of the Company duration of IAC’s ability to enforce the restrictive covenant) and its counsel the restrictive covenants to which any IAC Employee or Former IAC Employee are party shall be upon the run in favor of IAC. Any employment agreement between IAC and an Expedia Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability Former Expedia Employee shall as of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify Effective Time be assigned by IAC to Expedia and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeassumed by Expedia. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. (ai) For a period of twelve (12) months after the expiration The Employee or termination of this Agreement for any reason whatsoever, the Employee Connected Person shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which without the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions written consent of the Company, whether now existing during the term of his Employment or hereafter establishedfor a period of one year after the termination of his Employment, nor shall the Employee enticeeither on his own account or in partnership with any other person, induce be connected, as proprietor, employee, agent, consultant, contractor or encourage otherwise with any of the Company's employees to engage Prohibited Business in any activity which, were it done by the Employee, would violate any provision of the this sectionHong Kong. (bii) For a period of twelve (12) months after During the expiration or termination term of this Agreement for any reason whatsoeverand two years thereafter, the Employee shall not, directly or indirectly, solicit any of the Company's employees ’s employees, agents, independent contractors, suppliers, customers, consultants, or independent contractors any other person or entity that has a business relationship with the Company to leave their employ terminate or terminate their contracts alter its relationship with the Company. Further, or engage in any Competing Activities. (iii) The period of each of the above restrictions shall be reduced by the period, if any, during which the Company exercises its rights under Appendix II(vii). (iv) The restrictions in this Clause are held by the Company for itself and on trust for other Group Company and shall be enforceable by the Company on behalf of other Group Company as though it were a party to this Agreement. (v) These restrictions are entered into by the Company and the Employee shall not offer or cause after having been separately legally advised. (vi) Each of the restrictions contained in Appendix II is intended to be offered employment or an independent contract to separate and severable. In the event that any person who was employed by or under contract with the Business of the Company at restrictions shall be held illegal or unenforceable in whole or in part or in any time during way an unreasonable restraint of trade, but would be valid if part of the twelve wording thereof were deleted, such restriction shall apply with such deletion as may be necessary to make it valid and effective. (12vii) months prior If the Employee should give notice to the termination of his employment with the Company. Upon the Employee's written request terminate this Agreement pursuant to the Company specifying the activities proposed to be conducted by the EmployeeClause 6.1, the Company may in its discretion give shall have the right to require the Employee written approval(s) not to personally engage in attend for work or to carry out any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to duties for the Company and its counsel) from the Employee and from the Employee's prospective employer(sduring such period (“Garden Leave Period”), partner(sprovided that subject to Appendix II(vii) or company that all the integrity and other provisions of this Section will not Agreement shall continue in any way be jeopardized or violated by full force and effect during such activities, provided the burden of so establishing the foregoing notice period (including without limitation those relating to the satisfaction rights of the Company and its counsel shall be upon the Employee to receive remuneration hereunder; his duties set out in Appendix II to V hereof and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only duties of fidelity to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeGroup). (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. (a) For Contributor agrees, to the maximum extent not violative of applicable Laws, that for a period of twelve (12) 18 months after following the expiration or termination of this Agreement for any reason whatsoeverClosing Date, the Employee shall Contributor will not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage will it permit any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall notits Subsidiaries to, directly or indirectly, solicit the Company's employees for employment any Transferred Employee who is or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was has been employed by or under contract with the Business any of the Company Midstream Entities, at, or at any time during within one year prior to, the twelve time of the act of solicitation; provided, however, that the foregoing shall not apply to (12i) months prior general solicitations, such as through newspaper advertisements not directed at Transferred Employees; (ii) any Transferred Employee whose employment with Acquirer or any of its Affiliates, including the Midstream Entities, is terminated by Acquirer or any of its Affiliates; or (iii) any Transferred Employee who independently contacts Contributor or its Affiliates for purposes of locating employment or engagement separate from that with the Acquirer or any of its Affiliates, including the Midstream Entities. (b) Contributor agrees, to the termination maximum extent not violative of his employment with applicable Laws, that for a period of 18 months following the Company. Upon Closing Date, Contributor will not, and will not permit any of its Subsidiaries to, engage in the Employee's written request Midstream Business in the counties or parishes (the “Restricted Territory”) in which the Midstream Business conducts operations as of the date of this Agreement (the “Restricted Business”); provided, however, that nothing herein shall be construed to prevent Contributor or its Affiliates from (w) acquiring or owning, directly or indirectly, equity securities of Acquirer or up to 10% of a class of equity securities issued by any Person that engages, directly or indirectly, in the Restricted Business in the Restricted Territory that is publicly traded or listed on any stock exchange or automated quotation system, (x) conducting any midstream operations (including, without limitation, gathering, compressing, treating, processing and transporting natural gas; fractionating and transporting natural gas liquids; crude oil and condensate logistics and marketing; and natural gas marketing and trading) to the Company specifying extent any of the activities proposed to be same is conducted by the Employeeas an ancillary activity to, and substantially in support of, the Company may Upstream Business as and where the Upstream Business is located, notwithstanding that such operations are of the same nature as operations included in its discretion give the Employee written approval(sMidstream Business, (y) to personally engage acquiring or owning any Entity or business that, directly or indirectly, engages in any activity or render services referred to the Restricted Business in Subsection (a) upon receipt of written assurances (satisfactory the Restricted Territory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company extent that the integrity and provisions aggregate net revenue derived from such business represents less than 20% of Contributor’s aggregate consolidated net revenue, or (z) performing its obligations under this Section will not in Agreement or any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyTransaction Document. (c) The parties acknowledge that they have attempted Notwithstanding anything herein to limit the Employee's right to compete contrary, the restrictions set forth in Sections 5.13(a) and 5.13(b) will apply only to Contributor and entities “controlled by” (as such term is defined in the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability definition of the restrictive covenant is in any way disputed at any timeterm Affiliate) Contributor, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeContributor’s successors and assigns. (d) The Employee further Contributor acknowledges that: (1) and agrees that the covenants set forth in this Section 5.13 are reasonable in geographical and temporal scope and in all other respects, and any violation of these restrictions would cause substantial injury to the Acquirer Parties and that the Acquirer Parties would not have entered into this Agreement without receiving the additional consideration offered by Contributor in binding itself and its Affiliates to these restrictions. In the event his contract with of a breach or a threatened breach by Contributor or any of its Affiliates of these restrictions, the Company terminates for any reason, he Acquirer Parties will be able entitled to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating seek an injunction restraining Contributor or such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any Affiliate from such breach or threatened breach by without the Employee necessity of this Section 8 would be inadequateproving the inadequacy as a remedy of money damages; provided, and the Employee therefore agrees however, that the Company shall be entitled right to injunctive relief will not be construed as prohibiting the Acquirer Parties from pursuing any other available remedies, whether at law or in case of any equity, for such breach or threatened breach. (e) If any court determines that any provision included in this Section 5.13 is unenforceable, such court will have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties hereto that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Agreement in the jurisdiction of the court that has made the adjudication.

Restrictive Covenants. 7.1 The services of the Employee are unique and extraordinary and essential to the business of the Company, especially since the Employee shall have access to the Company's customer lists, trade secrets and other privileged and confidential information essential to the Company's business. Therefore, the Employee agrees that, if the term of his employment hereunder shall expire or his employment shall at any time terminate for any reason whatsoever, with or without cause, the Employee will not at any time within two (2) years after such expiration or termination (the "Restrictive Covenant Period"), without the prior written consent of the Company (which consent shall require the approval of the Board of Directors of the Company), directly or indirectly, anywhere within five (5) miles of the location of any office of the Company or any franchisee thereof at the date of expiration or termination, whether individually or as a principal, officer, employee, partner, member, manager, director, agent of, or consultant or independent contractor to, any entity, (i) engage or participate in a business which, as of such expiration or termination date, is similar to or competitive with, directly or indirectly, that of the Company and shall not make any investments in any such similar or competitive entity, except that the foregoing shall not restrict the Employee from acquiring up to one percent (1%) of the outstanding voting stock of any entity whose securities are listed on a stock exchange or Nasdaq; (ii) cause or seek to persuade any director, officer, employee, customer, client, account, agent or supplier of, or consultant or independent contractor to, the Company, or others with whom the Company has a business relationship (collectively "Business Associates"), to discontinue or materially modify the status, employment or relationship of such person or entity with the Company, or to become employed in any activity similar to or competitive with the activities of the Company; (iii) cause or seek to persuade any prospective customer, client, account or other Business Associate of the Company (which at or about the date of cessation of the Employee's employment with the Company was then actively being solicited by the Company) to determine not to enter into a business relationship with the Company or to materially modify its contemplated business relationship; (iv) hire, retain or associate in a business relationship with, directly or indirectly, any director, officer or employee of the Company; or (v) solicit or cause or authorize to be solicited, or accept, for or on behalf of him or any third party, any business from, or the entering into of a business relationship with, (a) For others who are, or were within one (l) year prior to the cessation of his employment with the Company, a customer, client, account or other Business Associate of the Company, or (b) any prospective customer, client, account or other Business Associate of the Company which at or about the date of such cessation was then actively being solicited by the Company. The foregoing restrictions set forth in this Paragraph 7.1 shall apply likewise during the Employment Period. Notwithstanding the foregoing, (x) in the event the Employee is entitled to receive the Severance Amount (as hereinafter defined) or his employment is terminated by the Company without cause, then the obligations under this Paragraph 7.1 shall terminate in the event the Company defaults in its obligation to make any payments provided for in Paragraph 11.2 or 11.3 hereof and such default continues for a period of twelve twenty (1220) months days following receipt by the Company of written notice thereof from the Employee; and (y) the provisions of this Paragraph 7.1 shall cease to apply in the event (I) this Agreement is terminated pursuant to the provisions of Paragraph 11.1(a) hereof or (II) (A) the term of this Agreement is extended for the Extended Term; (B) prior to the expiration of the Extended Term (the "Extended Expiration Date"), the Employee is not offered by the Company a further two (2) year extension of the term of this Agreement at an annual base salary at least equal to his annual base salary in effect at the Extended Expiration Date and otherwise substantially upon the terms set forth herein; (C) prior to the Extended Expiration Date, the Employee's employment with the Company is not terminated in accordance with the provisions of Paragraph 11.1(b) hereof and he does not voluntarily terminate his employment with the Company; and (D) the Employee's employment with the Company terminates on the Extended Expiration Date. 7.2 The Employee agrees to disclose promptly in writing to the Board of Directors of the Company all ideas, processes, methods, devices, business concepts, inventions, improvements, discoveries, know-how and other creative achievements (hereinafter referred to collectively as "discoveries"), whether or not the same or any part thereof is capable of being patented, trademarked, copyrighted, or otherwise protected, which the Employee, while employed by the Company, conceives, makes, develops, acquires or reduces to practice, whether acting alone or with others and whether during or after usual working hours, and which are related to the Company's business or interests, or are used or usable by the Company, or arise out of or in connection with the duties performed by the Employee. The Employee hereby transfers and assigns to the Company all right, title and interest in and to such discoveries (whether conceived, made, developed, acquired or reduced to practice on or prior to the date hereof or hereafter during his employment with the Company), including any and all domestic and foreign copyrights and patent and trademark rights therein and any renewals thereof. On request of the Company, the Employee will, without any additional compensation, from time to time during, and after the expiration or termination of, the Employment Period, execute such further instruments (including, without limitation, applications for copyrights, patents, trademarks and assignments thereof) and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its right in respect of such discoveries. All expenses of filing or prosecuting any patent, trademark or copyright application shall be borne by the Company, but the Employee shall cooperate in filing and/or prosecuting any such application. (a) The Employee represents that he has been informed that it is the policy of the Company to maintain as secret all confidential information relating to the Company, including, without limitation, any and all knowledge or information with respect to secret or confidential methods, processes, plans, materials, customer lists or data, or with respect to any other confidential or secret aspect of the Company's activities, and further acknowledges that such confidential information is of great value to the Company. The Employee recognizes that, by reason of his employment with the Company, he will acquire confidential information as aforesaid. The Employee confirms that it is reasonably necessary to protect the Company's goodwill, and, accordingly, hereby agrees that he will not, directly or indirectly (except where authorized by the Board of Directors of the Company), at any time during the term of this Agreement or thereafter divulge to any person, firm or other entity, or use, or cause or authorize any person, firm or other entity to use, any such confidential information. (b) The Employee agrees that he will not, at any time, remove from the Company's premises any drawings, notebooks, software, data or other confidential information relating to the business and procedures heretofore or hereafter acquired, developed and/or used by the Company, except where necessary in the fulfillment of his duties hereunder. (c) The Employee agrees that, upon the expiration or termination of this Agreement for any reason whatsoever, he shall promptly deliver to the Employee Company any and all drawings, notebooks, software, data and other documents and material, including all copies thereof, in his possession or under his control relating to any confidential information or discoveries, or which is otherwise the property of the Company. (d) For purposes hereof, the term "confidential information" shall notmean all information given to the Employee, directly or indirectly, engage in activities for, nor render services (similar or reasonably related by the Company and all other information relating to those in which the Company otherwise acquired by the Employee shall have rendered during the course of his employment with the Company (whether on or prior to the Companydate hereof or hereafter), other than information which (i) was in the public domain at the time furnished to, any personor acquired by, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of or (ii) thereafter enters the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall notpublic domain other than through disclosure, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee or others in violation of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case an agreement of any such breach confidentiality or threatened breachnondisclosure.

Restrictive Covenants. (a) For a period of twelve (12) months after the expiration or termination of At all times while this Agreement for remains in effect Medical Group agrees that it shall not, directly or indirectly: (i) engage in the ownership, operation or management of any reason whatsoeverradiation oncology practice or facilities or otherwise engage in the provision of radiation oncology services (whether as a separate business or in conjunction with any other business (a “Competing Business”) within a five (5) mile radius of the Office (the “Service Area”); or (ii) have any interest, whether as owner, stockholder, partner, member, director, officer, employee or consultant in any Competing Business in the Employee Service Area. (b) At all times while this Agreement remains in effect Medical Group agrees that it shall not, directly or indirectly, engage in activities for(i) solicit, nor render services (similar encourage or reasonably related to those in which advise patients serviced during the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination term of this Agreement to obtain or seek professional services from any professional who is not an employee, independent contractor or partner of Medical Group, or (ii) solicit, encourage or advise any employees of Manager to terminate employment with Manager for any reason whatsoever. Notwithstanding the foregoing, nothing in this Agreement is intended to prevent Medical Group from referring a patient in need of specialty services not otherwise provided by Medical Group, or for other reasons in the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business best interests of the Company at any time during the twelve (12) months prior patient, to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity another duly licensed professional or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyfacility. (c) The parties acknowledge Medical Group acknowledges that they the restrictive covenants contained in this Section 13 have attempted unique value to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. HoweverManager, the parties hereby agree breach of which cannot be adequately compensated in an action of law. Medical Group further agrees that, if in the scope or enforceability event of the breach of the restrictive covenant is in any way disputed at any timecovenants contained herein, Manager shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining either or both of them from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, Manager shall be entitled to a temporary restraining order and a preliminary injunction. The prevailing party shall be entitled to reimbursement from the other trier party of fact may modify its reasonable costs and enforce the covenant to the extent that it finds the covenant expenses (including attorneys’ fees and disbursements) of, or related to, such action or proceeding. No such remedy shall be construed to be reasonable the exclusive remedy of Manager and any and all such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at law or in equity, otherwise available under the circumstances existing terms of this Agreement, at the timecommon law, or under federal, state or local statutes, rules and regulations. (d) The Employee further acknowledges that: (1) If any court of competent jurisdiction shall deem any of the restrictive covenants contained in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination 13, or portion of any such covenants, too extensive or unenforceable, the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee other provisions of this Section 8 would be inadequate13 shall nevertheless stand and remain enforceable according to their terms. In such circumstance, and the Employee therefore agrees parties hereto expressly authorize the court to modify such covenants or offending portion thereof, so that the Company shall be entitled restrictions, limitations and scope of the restrictive covenants extend for the longest period, comprise the largest territory and are enforceable to injunctive relief in case of any such breach or threatened breachthe maximum permissible extent by law under the circumstances.

Restrictive Covenants. (a) For and in consideration of the Company's employment of Employee as set forth in this Agreement, including, but not limited to, the compensation and benefits provided to Employee pursuant to Sections 3 and 4, the adequacy and sufficiency of which are hereby irrevocably acknowledged by Employee, Employee agrees that Employee shall not, and shall not permit any person or entity directly or indirectly controlled by Employee (alone or together with others) (the "Employee Affiliates") to, directly or indirectly (including, without limitation, through ownership, management, operation or control of any other person or entity, or participation in the ownership, management, operation or control of any other person or entity, or by having any interest, as a stockholder, lender, investor, agent, consultant, employee, partner or otherwise, in or with respect to any other person or entity) do any of the following: (i) during the period of Employee's employment with the Company and for twelve (12) months after following the expiration or date of termination of this Agreement Employee's employment for any reason whatsoever(the "Restricted Period"), the Employee shall notwill not own, directly or indirectlymanage, engage in activities foroperate, nor render control, invest in, participate in, provide consulting services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, or be involved or associated with in any personcapacity, entity, firm, business organization which any person or entity that competes directly or indirectly competes with the Business of business conducted by the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Company during the time Employee was employed by the Company or during the Restricted Period, within the geographical areas in which the Company is doing business or proposes to do business at the time of Employee's termination of employment; provided that the foregoing shall not prohibit Employee and Employee Affiliates from owning in the aggregate less than one percent of any class of securities listed on a national securities exchange or traded publicly in the over-the-counter market; Employee acknowledges that the Company conducts business on a nationwide and international basis, that its sales and marketing prospects are for expansion into national and international markets not currently penetrated and that, therefore, the territorial and time limitations set forth in this Section are reasonable and properly required for the adequate protection of the business of the Company; (ii) during the Restricted Period: (A) solicit, encourage or entice any client, customer, vendor, licensee, licensor, consultant or supplier of or to the Company to cease to do business with, or to reduce or modify the business such person or entity has done with or intends to do with, or to end, reduce or modify any relationship or proposed relationship of such person or entity with, the Company, or (B) interfere with, disrupt or attempt to disrupt or otherwise jeopardize any relationship of the Company with any client, customer, vendor, licensee, licensor, consultant or supplier or any other person or entity with whom the Company has a business relationship; (iii) during the Restricted Period, encourage, entice or induce any person who at the time of Employee's termination of employment or at any time during the eighteen (18) month period immediately preceding such termination is or was an employee of, or a consultant to, the Company to leave the employ of, or to terminate any such consulting arrangement with the Company, or, with respect to any such employee or consultant who is then an employee of or consultant to the Company, to become an employee of, or consultant to, any other person or entity, or employ or retain any such person; or (iv) during the Restricted Period and at all times thereafter, disparage, criticize or make statements which may in be perceived as negative, detrimental or injurious to the Company, or any of the management, owners, business, policies or practices of the Company. (b) Employee acknowledges and agrees that Employee's employment by the Company necessarily will involve Employee's understanding of and access to trade secrets and confidential or proprietary information and property, and personal information pertaining to the business and affairs of the Company, and its discretion give licensors, clients, customers, licensees, consultants and suppliers of or to any of them, including, without limitation, data, databases, know-how, trade secrets, marketing plans and opportunities, cost and pricing information, strategies, forecasts, licensee and customer lists, reports and surveys, concepts and ideas, computer software, systems and programs (including source code and documentation), and techniques and technical information, whether acquired by, or provided or made available to, Employee before, on or after the date of this Agreement by reason of Employee written approval(s) to personally engage in any activity being or render services referred to in Subsection (a) upon receipt having been an employee of written assurances (satisfactory to the Company and its counsel) from the Employee agrees to keep all such information confidential. Employee and from the Employee's prospective employer(s)Company have entered into that certain Employee Confidentiality and Invention Agreement dated as of the date hereof (the "Confidentiality Agreement") and attached hereto as Exhibit A, partner(s) or company that the integrity terms and conditions of which are incorporated by reference herein and made a part hereof. The terms and provisions of this Section will not Agreement shall control and govern in respect of any way be jeopardized or violated by such activities, provided conflict between the burden terms of so establishing this Agreement and the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyConfidentiality Agreement. (c) The parties acknowledge Employee represents that they have attempted to limit the Employee's right to compete only to the extent necessary to protect his employment with the Company from unfair competition. However, the parties hereby agree that, if the scope will not violate or enforceability of the restrictive covenant is in conflict with any way disputed at obligations to any time, a court previous employer or other trier of fact may modify party, including without limitation, obligations relating to nondisclosure, proprietary information, non-competition and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timenon-solicitation. (d) The Employee further acknowledges that: (1) Because irreparable harm would be sustained by the Company in the event his contract with that there is a breach by Employee of any of the terms, covenants and agreements set forth in this Section 7, in addition to any other rights and remedies that the Company terminates for any reasonmay otherwise have, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to obtain specific performance and/or injunctive relief against Employee from any court of competent jurisdiction, without making a showing that monetary damages would be inadequate and without the requirement of posting any bond or other security whatsoever, in case of order to enforce or prevent any such breach or threatened breachbreach of any of the terms, covenants and agreements set forth in this Section 7. (e) Each of the obligations of Employee under this Section 7 shall survive the termination of Employee's employment by the Company for any reason whatsoever. (f) Employee acknowledges that: (i) the enforcement of any of the restrictions on Employee or any other provisions contained in this Section 7 (the "Restrictive Covenants") against Employee would not impose any undue burden upon Employee; and (ii) none of the Restrictive Covenants are unreasonable as to duration or scope. If notwithstanding the foregoing, any provision of this Agreement would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason (including, without limitation, any provision which may be held unenforceable because of the scope, duration or area of its applicability), unless narrowed by construction, such provision shall, as to such jurisdiction, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable (and the court making any such determination as to any provision shall have the power to, and shall, modify such scope, duration or area or all of them, and such provision shall then be applicable in such modified form in such jurisdiction only). If, notwithstanding the foregoing, any provision of this Agreement would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such provision, as to such jurisdiction, shall be ineffective only to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provisions of this Agreement, or affecting the validity or enforceability of such provision in any other jurisdiction. (g) In the event that Employee's employment with the Company is terminated for any reason and Employee thereafter obtains employment or engagement by another person or entity (a "Subsequent Employer"), Employee agrees to advise such Subsequent Employer of Employee's continuing obligations under this Agreement. (h) The Restricted Period and any additional periods thereafter under this Section 7 shall be tolled and shall cease to run during the period of any violation by Employee of any of the Restrictive Covenants.

Restrictive Covenants. (a) For During the Term of this Agreement and for a period of twelve (12) months after the expiration or two years following termination of this Agreement for any reason whatsoeverAgreement, the Employee shall not(i) will not violate or cause the Employer to violate the terms of any agreement, directly or indirectlyincluding any franchise agreement, engage in activities for, nor render services (similar or reasonably related to those in which the Employer is obligated under, except with the express written consent of the duly empowered officer of the Employer or pursuant to an order of a court of competent jurisdiction; and (ii) divulge or use any confidential information the effect of which would be injurious to the Employer without the prior written consent of a duly empowered officer of the Employer. Employee shall have rendered the right to approve the Company) toprovisions of any such franchise agreement which restricts Employee's future employment or business interests. During the Term of this Agreement and for a period of two years following termination of Employee's employment hereunder, the Employee will not solicit or employ any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) Employer within six months prior to the termination of his Employee's employment, in any business in which Employee has a material interest, direct or indirect, as an officer, partner, shareholder or beneficial owner. The preceding sentence shall not prohibit the Employee from hiring (i) the individual who is the general counsel of the Employer as of the date of the closing of the Stock Purchase Agreement at any time, or (ii) any person whose employment with is terminated involuntarily by the Company. Upon Employer during the Term or at any time thereafter provided that such hiring shall not occur until after the Employee's written request to termination of employment hereunder. (b) During the Company specifying Term of employment and for a period of two (2) years after the activities proposed to be conducted by termination of the Employee's employment hereunder, Employee will not in the Company may Area (as defined in its discretion give Section 12 (c) below) either directly or indirectly engage in one or more of the following with any Burger King franchisee: the acquisition of, financing of, providing of advice or consulting services to, or ownership of the operations of a franchised Burger King restaurant, as an employee, officer, consultant, independent contractor, partner or shareholder. This shall not prevent Employee written approval(s) to personally engage from engaging in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory related to the Company and its counsel) from acquisition or ownership of the Employee and from the Employee's prospective employer(s), partner(s) business of Burger King Corporation or company any other business activity other than that the integrity and provisions of described in this Section will 12(b). In addition, this restriction shall not prevent Employee from making a passive investment in real estate to be used by Burger King Corporation or any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyother fast food restaurants. (c) The parties acknowledge that they have attempted to limit For purposes of this Agreement, Area shall mean the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. Howevercontinental United States, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify Puerto Rico and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeCanada. (d) The parties hereto, recognizing that irreparable injury will result to the Employer, its business and property in the event of the Employee's breach of this Employee further acknowledges that: covenant and non-competition provision, agree that in the event of any such breach by the Employee, the Employer will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Employee, the Employee's partners, agents, servants, employers, employees, and all persons acting for or with the Employee. Employee represents and admits that (1i) in the event his contract with the Company terminates for any reasonof termination of this Agreement, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under experience and capabilities are such that Employee can obtain employment in a business engaged in other lines and/or of a different nature than the business of the Employer, and that the enforcement of a remedy by way of injunction will not prevent the Employee from earning a livelihood, (ii) this Section 8 shall survive termination of Employee covenant and non-competition provision was entered into in connection with the Employee's employment with sale of his ownership interest in Holdings and in the Company. The Employee acknowledges that a remedy at law for absence of this provision the sale would not have been consummated and (iii) this amendment and restatement of the Prior Employment Agreement shall not eliminate or in any breach or threatened breach by way reduce the Employee Employee's obligations under the provisions of this Section 8 would be inadequate, 12 which shall remain in full force and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breacheffect.

Restrictive Covenants. (a) For During the Restricted Period, neither Seller nor any of Seller’s controlled Affiliates shall, directly or indirectly, solicit for employment any Continuing Employee (including, for purposes of this Section ‎6.8(a), any Person employed by the Company or the Company’s Subsidiaries as of the date hereof, but excluding any Expat Employee or Retained Employee) for a position in Seller’s or Seller’s Affiliates’ investment management business; provided, that nothing herein shall be deemed to prohibit any of Seller or Seller’s Affiliates (or any of their Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Continuing Employee or prohibit the solicitation or employment of any Continuing Employee who (i) was terminated by Buyer or any of Buyer’s Affiliates (including, after the Closing, the Company and the Company’s Subsidiaries), or (ii) voluntarily resigned from the employ of Buyer or any of Buyer’s Affiliates (including, after the Closing, the Company and the Company’s Subsidiaries) and has not been employed by Buyer or any of Buyer’s Affiliates for at least six (6) months prior to the date of such employment. (b) During the period of beginning on the date hereof and ending on the date that is twelve (12) months after the expiration or termination of this Agreement for any reason whatsoeverClosing Date, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business none of the Company to the extent and insofar as such competition is based on Amundi Parties or exploits the Confidential Information their controlled Affiliates nor Buyer or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall notits controlled Affiliates shall, directly or indirectly, solicit for employment, or hire, any Specified Employees of the Company's employees other party; provided, that nothing herein shall be deemed to prohibit either party (or independent contractors to leave any of their controlled Affiliates) from conducting any general solicitation or general recruitment effort conducted by a third party and not targeted at any such Specified Employee or prohibit the solicitation or employment of any Specified Employee who (i) was terminated by the other party or any of the other party’s Affiliates, or (ii) voluntarily resigned from the employ of such party or terminate their contracts with the Company. Further, the Employee shall such party’s Affiliates and has not offer or cause to be offered employment or an independent contract to any person who was been employed by such party or under contract with the Business any of the Company such party’s Affiliates for at any time during the twelve least six (126) months prior to the termination date of his employment with such employment. (c) During the Companyperiod beginning on the date hereof and ending on the date that is seven (7) years after the Closing Date, the Amundi Parties and their controlled Affiliates shall be prohibited from making the acquisitions set forth on Section 6.8(c) of the Company Disclosure Schedule; provided, that if the Off-Shore Master Distribution and Services Agreement is terminated by Distributor (as defined in the Off-Shore Master Distribution and Services Agreement) pursuant to Section 19.2(a) thereof, the foregoing prohibition shall terminate and cease to be of further force and effect on the later of (i) the date that is three (3) years after the Closing Date and (ii) the date of such termination. (d) During the Restricted Period, the Amundi Parties and their controlled Affiliates shall be prohibited from making the acquisitions set forth on Section 6.8(d) of the Company Disclosure Schedule (any such acquisition not prohibited by Section 6.8(c) or this Section 6.8(d), a “Permitted Acquisition”). Upon For so long as the Employee's written request Off-Shore Master Distribution and Services Agreement remains in effect, in the event that the Amundi Parties or their controlled Affiliates determine to sell any business acquired in a Permitted Acquisition, Buyer will have a right of offer as described in Section 5.3 of the Off-Shore Master Distribution and Services Agreement. (e) Notwithstanding anything to the Company specifying the activities proposed to be conducted by the Employeecontrary herein or in any Other Transaction Document, the Company may Amundi Parties and their controlled Affiliates will be permitted to form, acquire or maintain a United States domiciled investment adviser or broker-dealer solely for the purpose of managing the non-United States assets of the Amundi Parties’ and their controlled Affiliates’ or Buyer’s and its controlled Affiliates’ clients (including for the purpose of Distributing (as defined in its discretion give the Employee written approval(sOn-Shore Master Distribution and Services Agreement) the Non-US Provider Products (as defined in the On-Shore Master Distribution and Services Agreement) pursuant to personally engage the exception set forth in Schedule 2.2(e) of the On-Shore Master Distribution and Services Agreement); undertaking any activity of the other advisory, subadvisory, distribution or render services referred marketing activities agreed to in Subsection the Off-Shore Master Distribution and Services Agreement and/or the On-Shore Master Distribution and Services Agreement; or satisfying the Amundi Parties’ and their controlled Affiliates’ United States regulatory obligations with respect to their ongoing non-United States business. For the avoidance of doubt, until such time as the prohibition set forth in Section ‎6.8(c) terminates, the Amundi Parties and their controlled Affiliates may not form, acquire, or maintain a United States domiciled investment adviser or broker-dealer for the purposes of developing, providing, or marketing US Active Asset Management Products (aas defined in the Off-Shore Master Distribution and Services Agreement) upon receipt other than (i) the mandates included among the Excluded Assets, (ii) for the purpose of written assurances Distributing (satisfactory as defined in the On-Shore Master Distribution and Services Agreement) the Non-US Provider Products (as defined in the On-Shore Master Distribution and Services Agreement) pursuant to the Company exception set forth in Schedule 2.2(e) of the On-Shore Master Distribution and its counselServices Agreement and (iii) from in relation to any of the Employee other advisory, subadvisory, distribution or marketing activities agreed to in the Off-Shore Master Distribution and from Services Agreement and/or the Employee's prospective employer(s), partner(sOn-Shore Master Distribution and Services Agreement. (f) If the final judgment of a court of competent jurisdiction set forth in Section ‎‎12.11 declares that any term or company that the integrity and provisions provision of this Section will not ‎‎6.8 is invalid or unenforceable, the parties hereto agree that such court shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section ‎‎6.8 shall be enforceable as so modified after the expiration of the time within which any such judgment may be appealed. (g) The Amundi Parties acknowledge and agree that the agreements and covenants contained in any way be jeopardized or violated by such activitiesthis Agreement are (A) reasonable and valid in geographical and temporal scope and in all other respects, provided and (B) essential to protect the burden value of so establishing the foregoing to the satisfaction business and assets of the Company and its counsel shall be upon the Employee Subsidiaries and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify Distribution and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeServices Agreements. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. (a) For If, as of immediately prior to the Effective Date, the Executive is a party to an NCA and/or a Confidentiality, Work Product and Non-Solicitation of Employee Agreement (“CWP + NS”), the restrictive covenants set forth in the NCA and the CWP + NS and the enforcement provisions thereof shall continue in full force and effect as if set forth herein in their entirety and Section 9(b) shall be inapplicable to the Executive; provided, however, that, notwithstanding anything to the contrary contained herein or in the NCA or the CWP + NS, following the Effective Date, (1) the Non-Competition Period and the period of twelve application for the Non-Solicitation of Employees provision set forth in Section 3 of any applicable CWP + NS, shall be limited to one year from the Executive’s Date of Termination (12or such shorter period as shall apply consistent with the Company’s ability to waive the non-competition covenant pursuant to the NCA), (2) months after the expiration Executive shall not be entitled to receive any payments or benefits under the NCA upon a termination of this Agreement employment for any reason whatsoeverreason, and (3) in no event shall an asserted violation of the Employee shall not, directly NCA constitute a basis for deferring or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered withholding any amounts otherwise payable to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the Executive under this sectionAgreement. (b) For a period If the Executive is not party to an NCA as of twelve (12) months after immediately prior to the expiration or termination of this Agreement for any reason whatsoeverEffective Date, following the Effective Date, the Employee Executive shall not, directly or indirectly, solicit hold in a fiduciary capacity for the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business benefit of the Company at any time all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the twelve Executive’s employment by the Company or the Affiliated Companies and which information, knowledge or data shall not be or become public knowledge (12) months prior to other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of his the Executive’s employment with the Company. Upon , the Employee's Executive shall not, without the prior written request to consent of the Company specifying the activities proposed or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to anyone other than the Company and its counsel) from those persons designated by the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions Company. In no event shall an asserted violation of this Section will not in 9(b) constitute a basis for deferring or withholding any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing amounts otherwise payable to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties Executive under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breachAgreement.

Restrictive Covenants. Employee acknowledges that certain of the --------------------- Company's products, processes, and services are proprietary in nature and have been created, designed, built, manufactured, assembled, marketed, sold, and operated through the use of customer lists, supplier lists, trade secrets, methods of operation and other confidential information possessed by the Company and disclosed in confidence to Employee (a) For a period hereinafter "Trade Secrets"), which may not be easily accessible to other persons in the trade. Employee also acknowledges that he will have substantial and ongoing contact with the Company's customers and suppliers and will thereby gain knowledge of twelve customer needs and preferences, sources of supply, methods of assembly and other valuable information necessary for the success of the Company's business. Employee therefore covenants and agrees (12) months after the expiration or all of which covenants and agreements shall survive termination of this Agreement for regardless of the reason therefore) as follows: (a) Employee agrees that he will at no time during the term of this Agreement take any reason whatsoeveraction or make any statement that could discredit the reputation of the Company or its products or services. (b) During the term of this Agreement, the Employee shall not, without the prior written consent of the Company, engage in, for the purpose of financial gain, profit, or pecuniary advantage, any business activity that competes, directly or indirectly, engage with the Company or is similar in activities for, nor render services (similar or reasonably related nature to those the business in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyengaged. (c) The parties acknowledge that they have attempted Employee shall at no time during the term of this Agreement or at any time subsequent to limit its termination, regardless of the Employee's right reason therefore, disclose to compete only any person or entity, or use for personal gain and of the Trade Secrets or any other confidential information of or pertaining to the extent necessary Company or its products and services disclosed to protect or obtained by Employee during the Company from unfair competitionterm of this Agreement. HoweverEmployee further agrees that he shall not, either during the parties hereby agree thatterm of this Agreement or subsequent to the termination or expiration hereof, if the scope or enforceability regardless of the restrictive covenant is in reasons therefore, disclose or otherwise reveal any way disputed at of the Trade Secrets to any timeperson, a court either directly or indirectly, whether or not for compensation or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeremuneration. (d) The Employee further acknowledges that: Within the one (1) year period immediately following the termination of this Agreement, regardless of the reason therefor, Employee shall not engage in any sales or sales promotion activity (whether or not resulting in the event his contract with the Company terminates for any reason, he will be able to earn consummation of a livelihood without violating the foregoing restrictions; purchase and (2sale) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention concerns products of the same or similar type and use as those sold by the Company, when such sales or sales promotion activity involves any solicitation effort by Employee directed to prospective purchaser which had purchased Company products during the Term of this Agreement. (e) Employee shall not, within the two (2) year period following termination of this Agreement, regardless of the reason therefor, solicit any person then or theretofore employed by the Company or appointed as a representative of the Company, to join Employee as a partner, co-venturer, employee, investor, or otherwise, in any substantial business activity whatsoever. (f) The Employee's duties Company has bargained for the covenants set forth in this Section 7 in consideration for the experience, knowledge and information he will gain and the substantial compensation he may earn under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breachAgreement.

Restrictive Covenants. (a) For a period of twelve (12) months after From the expiration or termination date of this Agreement for any reason whatsoeveruntil the second (2nd) anniversary of the Closing (the “Restricted Period”), the Employee GSRP Parties shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee and shall have rendered to the Company) cause their respective Controlled Affiliates not to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit (or encourage any other Person to solicit) the Company's employees employment or independent contractors to leave their engagement of services of, employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or engage as an independent contract to contractor or consultant, any person who is or was employed by as an employee of a GSAM Entity or under contract with the Business any of the Company their respective Controlled Affiliates at any time during the twelve Restricted Period; provided, that the restrictions in this sentence shall not apply to solicitation or employment of the GSAM Subject Employees as set forth in Section 2.02 or the receipt of services under the TSA. In addition, for a period of two (122) months prior years commencing from and after the Closing, the GSAM Entities shall not, and shall cause their Controlled Affiliates not to, directly or indirectly, solicit (or encourage any other Person to solicit) the employment or engagement of services of, employ or engage as an independent contractor or consultant, any person who is or was employed as an employee of a GSRP Entity at any time during the Restricted Period. Notwithstanding anything in this Section 6.03(a) to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employeecontrary, the Company may GSAM Entities, the GSRP Entities and their respective Controlled Affiliates shall not be prohibited from directly or indirectly making general advertisements (including online or in its discretion give the Employee written approval(sprint media) to personally engage in any activity not targeting specific employees (or render services referred to in Subsection (agroups of employees) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel other; provided, that such Person shall not be upon the Employee and his prospective employer(s), partner(s) permitted to hire any such employees who either respond to such advertisements or companywho otherwise initiate discussions regarding employment or engagement. (cb) The parties acknowledge that they have attempted to limit From and after the Employee's right to compete only to Closing until the extent necessary to protect earliest of (i) the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability sixth year anniversary of the restrictive covenant is in any way disputed at any timeconsummation of an IPO or Sale, (ii) the consummation of a court or other trier of fact may modify Liquidation and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (diii) The Employee further acknowledges that: (1) in respect of any Non-Compete Change of Control that is consummated after completion of the event his contract with IPO and prior to the Company terminates for any reasonsecond anniversary of the completion of the IPO, he will be able to earn a livelihood without violating the foregoing restrictions; second anniversary of such IPO, and (2) in respect of any Non-Compete Change of Control that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by consummated on or after the Company. (e) The Employee's duties under this Section 8 shall survive termination second anniversary of completion of the Employee's employment with IPO, upon consummation of such Non-Compete Change of Control (the Company. The Employee acknowledges that a remedy at law “Non-Compete Period”), the GSRP Parties (which for any breach or threatened breach by the Employee purposes of this Section 8 would be inadequateclause (b) shall include, without limitation, any Person formed by or on behalf of the GSRP Parties for the purpose of holding all or substantially all of the assets of the GSRP Parties or for the purpose of spinning off any business of the GSRP Parties to the equity holders of the GSRP Parties) shall not, and the Employee therefore agrees shall cause their respective present and future Affiliates that the Company shall be entitled GSRP Parties Control directly or indirectly (“Controlled Affiliates”) (the GSRP Parties and their Controlled Affiliates collectively, the “GSRP Restricted Parties”) not to injunctive relief (A) engage in case Investment Management Activities, whether as a manager, member of an investment committee, adviser, subadviser or otherwise, (B) own any interest (other than, with respect to publicly-listed companies, a less than 5% equity interest) in any Person engaged in Investment Management Activities (in each case, other than with respect to ownership of interests where GSRP Restricted Parties or any employees or personnel thereof do not participate in the management of such Person’s business), or (C) receive or have a contractual right to receive any Compensation relating to Investment Management Activities of any Restricted Third Parties, if any GSRP Restricted Person or any employees or personnel thereof participate in the management of the business of any such breach Person. “Investment Management Activities” shall mean: (w) providing or threatened breach.agreeing to provide recommendations or make decisions with respect to the purchase or sale of assets of any type for a Restricted Third Party in exchange for Compensation; (x) (i) meeting the definition of an investment company under the

Restrictive Covenants. (a) For Seller agree not to, without the prior written consent of Buyer, which consent may be withheld for any or no reason, for a period of twelve (12) months after 3 years following the expiration or termination of this Agreement for any reason whatsoever, the Employee shall notClosing, directly or indirectly, engage in activities forown, nor manage, operate, control, be employed by, participate in, render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, make loans to, or be connected in any personmanner with the ownership, entitymanagement, firmoperation, or control of any business organization which directly or indirectly competes located within the United States of America, in any business competitive with the Business (which shall be deemed to include all business operations, publishing, manufacturing, and/or distributing books, toys or games, or electronic or other parts or components thereof). In the event of any actual or threatened breach of the Company provisions of this Section, Buyer shall be entitled to an injunction restraining the extent and insofar as such competition is based on actual or exploits the Confidential Information or Inventions threatened breach. The parties further agree that should there be a violation of the Companyprovisions of this Section, whether now existing or hereafter establishedthe violating party shall be liable to Buyer for, nor shall in addition to amounts pursuant to other remedies available against that party, two (2) times the Employee entice, induce or encourage any greater of the Company's employees to engage in any activity which, were it done amount of profit earned by the Employee, would violate any provision violating party as a result of the violation and the amount of profit which would have been earned by Buyer from the activities causing the violation had Buyer conducted said activities, plus interest on said greater amount calculated at eighteen percent (18%) per annum from the date of the violating activities until paid, as liquidated damages for only Buyer's loss of potential profits. Nothing in this sectionparagraph shall be construed as prohibiting Buyer from pursuing any other available remedies for such breach or threatened breach, including pursuing a recovery for damages. (b) For a period Seller shall not at any time, without the prior written consent of twelve (12) months after the expiration or termination of this Agreement Buyer, which consent may be withheld for any reason whatsoeveror no reason, disclose, in any fashion other than as required in the Employee shall notday to day affairs of Buyer, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract entity: (i) the names of customers of Buyer or the Business, or the names of other persons or entities having business dealings with Buyer or the Business Business, or (ii) any of the Company at any time during business methods or confidential information of Buyer or the twelve (12) months prior Business, including but not limited to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employeeits customer lists, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company prospective customers, customers purchasing habits, customer contact personnel, marketing and its counsel) from the Employee servicing techniques, financial matters, sales and from the Employee's prospective employer(s)marketing systems and methods, partner(s) or company that the integrity marketing development and provisions of this Section will not in any way be jeopardized or violated by such activitiesbusiness expansion plans and projections, provided the burden of so establishing the foregoing to the satisfaction of the Company personnel training and its counsel shall be upon the Employee development programs, customer and his prospective employer(s)supplier relationships, partner(s) or companyand trade secrets. (c) The parties acknowledge that they have attempted Seller shall not, at any time within two (2) years after the Closing, without the prior written consent of Buyer, which consent may be withheld for any reason or no reason, directly or indirectly induce, encourage or solicit or assist any person who was or is employed (whether as an employee or as an independent contractor) by the Business during the two years preceding the Closing, to limit leave the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability employ of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeBusiness. (d) The Employee further acknowledges that: (1) in parties acknowledge and agree that the event his contract with restrictions contained herein, including but not limited to the Company terminates time period and geographical area restrictions, are fair and reasonable and necessary for the successful operation of the Business, that violation of any reasonof them would cause irreparable injury, he will be able to earn a livelihood without violating and that the foregoing restrictions; and (2) that his restrictions contained herein are not unreasonably restrictive of any party's ability to earn a livelihood living. If the scope of any restriction in this Section is too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and all parties hereto consent and agree that such scope shall be modified judicially or by arbitration in any proceeding brought to enforce such restriction. The parties hereto acknowledge and agree that remedies at law for any breach or violation of the provisions of this Section would alone be inadequate, and agree and consent that temporary and permanent injunctive relief may be granted in connection with such violations, without violating the necessity of proof of actual damage, and such restrictions is a material condition remedies shall be in addition to his retention by other remedies and rights the Companyparties may have at law or in equity. The parties agree that no party shall be required to give notice or post any bond in connection with applying for or obtaining any such injunctive relief. (e) The Employee's duties under parties acknowledge and agree that the covenants in this Section 8 shall survive termination be construed as an agreement independent of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee other provision of this Section 8 would be inadequateAgreement, and the Employee therefore agrees so that the Company shall be entitled to injunctive relief in case existence of any such breach claim or threatened breachcause of action by Seller against Buyer, whether predicated on this Section or otherwise, shall not constitute a defense to the enforcement of this Section.

Restrictive Covenants. (a) For Covenant Not to Compete Covenant Not to Solicit Remedies Applicable to Restrictive Covenants During your employment with the Company or any Subsidiary and continuing for a period of twelve six (126) months after the expiration or termination of this Agreement for any reason whatsoeverthe employment relationship by either party, the Employee shall with or without Cause, including voluntary termination, you will not, directly or indirectly, engage as an employee, agent, partner, consultant, representative, contractor or in activities forany other capacity, nor render services work for or operate a “Competitive Business”. For the purposes of this Agreement, Competitive Business means any enterprise (similar including a person, firm or reasonably related business) operating or which has made material plans to operate (i) in the sweet baked goods business or (ii) any other business that offers products competitive with those products offered by the Company or its Subsidiaries or which the Company or its Subsidiaries have made material plans to offer. This restriction is limited to the United States and any other geographic market in which the Employee shall Company or its Subsidiaries operate, or have rendered made material plans to operate, as of the Company) to, any person, entity, firm, business organization which directly date of your separation from the Company or indirectly competes its Subsidiaries. During your employment with the Business of the Company to the extent or any Subsidiary and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For continuing for a period of twelve six (126) months after the expiration or termination of this Agreement for any reason whatsoeverthe employment relationship by either party, the Employee shall with or without Cause, including voluntary termination, you will not, directly or indirectly, solicit (a) as an employee, agent, partner, consultant, representative, contractor or in any other capacity, solicit, call on, divert, negotiate with or communicate with any customer or distributor of the Company's employees Company or independent contractors to leave their employ or terminate their contracts its Subsidiaries with whom you had contact during the final one (1) year period of your employment with the Company. FurtherCompany or any Subsidiary for the purpose of providing or selling competitive products or services to those of the Company or any Subsidiary or diverting or inducing the diversion of business from the Company or any Subsidiary or (b) engage, the Employee shall not offer or cause to be offered recruit, solicit for employment or an independent contract engagement, offer employment to or hire, or otherwise seek to influence or alter any relationship with any person who was employed by or under contract with the Business is an employee of the Company at or any time during Subsidiary; provided, however, that this provision shall not restrict you from offering employment to or otherwise engaging any current or former employee of the twelve Company or any Subsidiary who responds to a general advertisement. The term “contact” as used above, shall mean any customer or distributor: (12i) months prior to the termination of his employment with which you had dealings; or (ii) for which you had responsibility for engaging, supervising, overseeing or conducting the Company’s or any Subsidiary’s relationship. Upon You acknowledge, agree and represent that the Employee's written request type and periods of restrictions imposed in this Agreement are fair and reasonable, and that such restrictions are intended solely to protect the legitimate interests of the Company specifying and its Subsidiaries, rather than to prevent you from earning a livelihood. You further acknowledge and agree that the activities proposed to be conducted business of the Company and its Subsidiaries is highly competitive and that the Company’s and its Subsidiaries’ confidential information and proprietary materials have been developed by the EmployeeCompany and its Subsidiaries at significant expense and effort, and that the restrictions contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries. You represent and agree that: (i) you have reviewed and understand the covenants set forth in this Agreement, (ii) you are fully aware of your obligations hereunder, including, without limitation, the Company may length of time, scope and geographic coverage of these covenants, (iii) the length of time, scope and geographic coverage of these covenants is reasonable and (iv) you are receiving valuable and sufficient consideration for your covenants under this Agreement, including without limitation your covenants not to compete and not to solicit. You acknowledge and agree that each of the covenants in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory this Agreement has a unique, very substantial and immeasurable value to the Company and its counsel) from the Employee and from the Employee's prospective employer(s)Subsidiaries, partner(s) or company that the integrity and provisions of this Section such covenants will not in any way impair your ability to earn a living and that you have sufficient assets and skills to earn a living while such covenants remain in force and that, as a result of the foregoing, in the event that you breach such covenants, monetary damages would be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of an insufficient remedy for the Company and its counsel shall be upon the Employee Subsidiaries and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability equitable enforcement of the restrictive covenant is covenants would be proper. You therefore agree that the Company, in addition to any way disputed at any timeother remedies available to it, a court or other trier including under this Agreement and pursuant to Section 13 of fact may modify the Plan, will be entitled to preliminary and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) permanent injunctive relief in aid of arbitration in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by you of any of the Employee covenants in this Agreement, without the necessity of this Section 8 would be inadequate, and showing actual monetary damages or the Employee therefore agrees that the Company shall be entitled to posting of a bond or other security. Such action for injunctive relief in case aid of arbitration shall be brought exclusively in any court of competent jurisdiction sitting in the State of Kansas, and you and the Company agree to the personal jurisdiction thereof. You and the Company hereby irrevocably waive any objection you or the Company may now or hereafter have to the laying of venue of any such breach action for injunctive relief in aid of arbitration in said court(s), and further irrevocably waive any claim you or threatened breachthe Company may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum. You and the Company further agree that, in the event that any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be unenforceable for any reason, that provision or a portion thereof will be deemed to be modified so as to render it enforceable to the maximum extent permitted by law and to the extent such provision or portion thereof cannot be rendered enforceable, this Agreement shall be considered divisible as to such provision, which shall become null and void, leaving the remainder of this Agreement in full force and effect. The provisions of this Agreement shall not affect the Company’s ability to enforce the provisions of any other agreement in effect between the Company or any Subsidiary and you, including without limitation, the covenants contained in any offer letter, severance plan or policy, or employment agreement.

Restrictive Covenants. Employee acknowledges and agrees that (ai) For a period --------------------- through his position as an employee of twelve the Company, he will learn valuable trade secrets and other proprietary information relating to the Business of the Company, (12ii) months after Employee's services to the expiration Company are unique in nature, and (iii) the Company would be irreparably damaged if Employee were to provide services to any person or termination entity in violation of the restrictions contained in this Agreement. Accordingly, as an inducement to the Company to enter into this Agreement and in consideration of his employment hereunder, Employee agrees that during the time he is employed at the Company and for any reason whatsoeveran additional one (1) year thereafter (such period being referred to herein as the "Restricted Period"), the Employee shall not, directly or indirectly, either for himself or for any other person or entity: (a) engage in activities or participate in, or assist, advise or be connected with (including as an employee, owner, partner, shareholder, officer, director, advisor, consultant, agent or otherwise), or permit his name to be used by or render services for, nor render services any person or entity engaged in a Competing Business (similar or reasonably related to those as hereinafter defined) provided however, that Employee shall not be in which breach of this Agreement if the Employee shall have rendered makes a passive investment in a business that later becomes a Competing Business; (b) take any action which might divert from the Company or an Affiliate of the Company any business which is within the scope of the Company's business, including but not limited to a Competing Business; (c) solicit or attempt to solicit (i) any then subscriber or other customer of the Company with whom the Employee had contact and/or knowledge during the Employment Term to purchase Competing Products or Services (as herein defined) from any person or entity (other than the Company) toor (ii) any then subscriber, any personcustomer, entitysupplier, firmlicensor, licensee or other business organization which directly or indirectly competes relation of the Company with whom the Employee had contact and/or knowledge during the Employment Term to cease doing business with the Business Company; or (d) solicit or hire any person who is or was in the preceeding six months a director, officer, employee or agent of the Company or any Affiliate of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement perform services for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to entity other than the Company and its counselAffiliates. As used herein, a "Competing Business" shall mean any company or person engaged in, or planning to engage in, the business of providing pay or subscription television services (whether through hard-wire, wireless or other transmissions) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not to any customer in any way be jeopardized market in which the Company or violated by any Affiliate thereof is providing pay or subscription television services or was planning to provide such activities, provided the burden of so establishing the foregoing to the satisfaction services as of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability date of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company, excepting that Young shall not be prohibited from owning, managing, working for or operating a hard-wire or wireless installation company or business regardless of its location so long as such installation company or entity is not owned in whole or part by a "Competing Business". Such markets currently include Albuquerque, Baltimore, Chicago, Detroit, Houston, Indianapolis, Kansas City, Milwaukee, Phoenix, St. Louis and Tucson and other markets may be added in the future. The Employee acknowledges that a remedy at law for any breach or threatened breach products and services subject to these restrictive covenants are herein referred to as "Competing Products and Services". The restrictions contained herein and the Employee's obligation to comply with this Section 6 shall not relate to products and services offered by the Employee Company after the execution of this Section 8 would be inadequate, and Agreement which are not characteristic of nor related to the Employee therefore agrees that the Company shall be entitled to injunctive relief in case Employee's area of any such breach or threatened breachexpertise.

Restrictive Covenants. (a) For a period of twelve three (123) months years from and after the expiration or termination of this Agreement for any reason whatsoeverClosing Date, the Employee each Key Seller shall notnot (and shall cause such Seller’s Affiliates not to), directly or indirectly, engage anywhere in activities forthe world, nor render either for himself, herself or itself or through any other Person, have an ownership interest in, manage, participate, operate, control, permit such Person’s name to be used by, perform services for or otherwise become involved in (similar whether as an officer, director, manager, H:836720 43 employee, investor, partner, proprietor, equityholder, member, trustee, consultant, agent, representative, broker, promoter or reasonably related to those in which the Employee shall have rendered to the Company) tootherwise), any personPerson engaging or contemplating engaging in a Competing Business. Notwithstanding the foregoing, (i) nothing in this Agreement shall prohibit a Person or any of such Person’s Affiliates from having a passive ownership interest of not more than two percent (2%) of any publicly-traded entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar so long as neither such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, Person nor shall the Employee entice, induce or encourage any of the Company's employees to engage such Person’s Affiliates participates in any activity whichway in the management, were it done operation or control of such publicly-traded entity, (ii) nothing in this Agreement shall prohibit a Person from engaging in any activities or performing any services on behalf of any Transferred Company or any of its Subsidiaries or Affiliates, and (iii) nothing in this Agreement shall prohibit a Person from engaging in any activities or performing any services consented to by the Employee, would violate any provision of the this sectionBuyer or Holdings. (b) For a period of twelve three (123) months years from and after the expiration or termination of this Agreement for any reason whatsoeverClosing Date, the Employee each Key Seller shall notnot (and shall cause such Key Seller’s Affiliates not to), directly or indirectly, either for himself, herself or itself or through any other Person, (i) hire, solicit or induce, or attempt to hire, solicit or induce, any employee of any Transferred Company or any of its Subsidiaries or Affiliates (in each case, as of the Company's employees or independent contractors Closing Date and during such period) to leave their the employ of such Person, or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized interfere with the relationship between such employee and such Person or violated (ii) induce, or attempt to induce, any customer or vendor of any Transferred Company or its Subsidiaries to cease doing or decrease such Person’s business with any Transferred Company or any of its Subsidiaries or Affiliates, or in any way interfere with the relationship between any such Person and any Transferred Company or any of its Subsidiaries or Affiliates. Notwithstanding the foregoing, this Section 6.2(b) shall not prohibit (i) responses to or follow up hiring in respect of general solicitations or advertisements for job positions not specifically directed to any employee of any Transferred Company or any of its Subsidiaries or Affiliates, (ii) to any employee of any Transferred Company or any of its Subsidiaries or Affiliates who is terminated or whose service is terminated following the Closing Date without any solicitation directly or indirectly from such Key Seller or any of such Key Seller’s Affiliates, or (iii) a Person from engaging in any activities consented to by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) Buyer or companyHoldings. (c) The parties acknowledge For a period of three (3) years from and after the Closing Date, each Seller agrees that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. Howeversuch Seller shall not make any negative, the parties hereby agree thatderogatory or disparaging public statement or communication regarding Buyer, if the scope any Transferred Company, their Subsidiaries or enforceability Affiliates or any of the restrictive covenant is in any way disputed at any timetheir respective officers, a court directors, managers or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeemployees. (d) The Employee further acknowledges that: (1) Each Seller agrees that the covenants contained in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination 6.2 are reasonably designed to protect Xxxxx’s substantial investment and are reasonable with respect to duration, geographic area and scope. If the final judgment of the Employee's employment with the Company. The Employee acknowledges a court of competent jurisdiction declares that a remedy at law for any breach term or threatened breach by the Employee provision of this Section 8 would be inadequate6.2 is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and the Employee therefore agrees that the Company this Agreement shall be entitled to injunctive relief in case enforceable as so modified after the expiration of any such breach or threatened breachthe time within which the judgment may be appealed.

Restrictive Covenants. (a) For a period of twelve (12) months after During the expiration or termination of this Agreement for any reason whatsoeverEmployment Period, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done without written approval by the EmployeeBoard, would violate accept or perform any provision of the this section. (b) For a period of twelve (12) months after the expiration work, consulting, or termination of this Agreement other services for any reason whatsoeverother business entity or for remuneration of any kind. Without limiting the foregoing, during the Employment Period, the Employee shall not, directly or indirectly, solicit without written approval by the Company's employees Board, engage in activities or independent contractors businesses (including, without limitation, owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in any manner engaging in the business of owning, operating or managing any business) that are principally or primarily involved in holding, managing or acquiring investments in the healthcare industry or other similar business in which the Employer is engaged (or so engage with, for or on behalf of any customer of the Employer), provided, however, that neither (i) the passive ownership by the Employee of not more than 2.0% of the outstanding equity securities of a publicly traded company nor (ii) the Employee’s ownership of the securities or interests described on Schedule 1 shall constitute a violation of this Section 11(a). If the Employee acquires knowledge of a business venture which may be a business venture or prospective business venture (“Corporate Opportunity”) in which the Employer could have an interest or expectancy, or otherwise is exploiting any Corporate Opportunity, the Employee shall promptly bring such opportunity to leave their employ the Employer. The Employee shall not have the right to hold any such Corporate Opportunity for his own account or benefit (or for the account or benefit of his agents’, partners’ or Affiliates’), or to recommend, assign or otherwise transfer or deal in such Corporate Opportunity with Persons other than the Employer. (b) During the Employment Period and for a period of one year thereafter, the Employee shall not, directly or indirectly, solicit, induce or encourage any employee of the Employer to terminate their contracts his or her employment with the CompanyEmployer or hire or attempt to hire any employee of the Employer. (c) During the Employment Period and for a period of one year thereafter, the Employee shall not, directly or indirectly, use the Employer’s Confidential Information to induce, attempt to induce or knowingly encourage any Customer (as defined below) of the Employer to divert any business or income from the Employer, or to stop or alter the manner in which it is then doing business with the Employer. FurtherThe term “Customer” with respect to the Employer shall mean any individual or business firm that is, or within the prior 24 months was, a customer or client of the Employer, or whose business was actively solicited by the Employer at any time, regardless of whether such customer or client was generated, in whole or in part, by the Employee’s efforts. (d) During the Employment Period and thereafter, the Employee shall not offer make any disparaging statement concerning the Employer or cause to be offered employment its Affiliates, or an independent contract to their respective predecessors and successors, or any person who was employed by or under contract with the Business of the Company at current or former directors, employees, officers, managers, shareholders, partners, members, agents or representatives of any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to (the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s“Protected Persons”) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary such statement could be reasonably likely to protect damage the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability reputation and/or financial position of any of the restrictive covenant is Protected Persons. Notwithstanding the foregoing, nothing herein shall or shall be deemed to prevent or impair the Employee from (i) testifying truthfully in any way disputed at any timelegal or administrative proceeding if such testimony is compelled or requested, a court or other trier of fact may modify (ii) making competitive-type statements that are normal and enforce customary for the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) industry in the event his contract with context of product or service comparisons and the Company terminates like, or (iii) making good faith statements in the good faith performance of the Employee’s duties for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the CompanyEmployer or its Affiliates. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy the provisions of Sections 10 and 11 are reasonable and necessary to protect the continuing interests of the Employer, and any violation of Sections 10 and 11 will result in irreparable injury to the Employer, the exact amount of which will be difficult to ascertain, and that the remedies at law for any breach such violation would not reasonably or threatened breach by adequately compensate the Employer for such violation. Accordingly, the Employee of this Section 8 would be inadequate, and agrees that if the Employee therefore agrees violates any of the provision of Sections 10 and 11, in addition to any other remedy that may be available at law or in equity, the Company Employer shall be entitled to specific performance and injunctive relief in case relief, without the necessity of any such breach proving actual damages or threatened breachposting of a bond or other security.

Restrictive Covenants. (a) For a period The Employee covenants and agrees that the Employee will not, at any time, reveal, divulge or make known to any third party any confidential or proprietary records, data, trade secrets, pricing policies, strategy, rate structure, personnel policy, management methods, financial reports, methods or practice of twelve obtaining or doing business, or any other Confidential or Proprietary Information of Atlas or any of its subsidiaries or affiliates (12collectively the “Atlas Companies” and each, an “Atlas Company”) months after which is not in the expiration or termination public domain. (b) Acknowledging his duty of this Agreement for any reason whatsoeverloyalty to the Atlas Companies, the Employee shall agrees that, while he is employed by the Company, he will not, directly or indirectly, engage whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with any of the Atlas Companies anywhere in activities forthe world or undertake any planning for any business competitive with any of the Atlas Companies. Specifically, nor render services (similar or reasonably related to those in which but without limiting the generality of the foregoing, the Employee shall have rendered to the Company) toagrees that, any person, entity, firm, business organization which directly or indirectly competes during his employment with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, he will not provide advice, services or other assistance of any kind, whether now existing with or hereafter establishedwithout compensation, nor shall the Employee enticeto any person or entity which competes, induce or encourage is planning to compete., with any of the Company's employees to engage in any activity whichAtlas Companies. The Employee understands, were it done by the Employeehowever, would violate any provision that his passive ownership of one percent (1 %) or less of the this section. (b) For voting stock of any publicly traded company will not be a period breach of his obligations hereunder. After his employment ends, the Employee may compete with any of the Atlas Companies, but should he choose to so compete within the twelve (12) months after the expiration or immediately following termination of this Agreement for any reason whatsoeverthe Employment Period without first obtaining the express written consent of the Company, which consent shall not be unreasonably withheld, the Employee agrees that he will not be entitled to the payment and benefits provided in Sections 4.2(ii) and (iii) above, and if such payment and benefits have already been provided to the Employee, he shall notreturn to the Company the payment under Section 4.2(ii) within five (5) days of written demand by the Company, or in the event of a dispute as to whether the Employee has breached any of his obligations under this Section 4.3, Employee shall return to the Company any payments received within five (5) days after determination of a breach and in accordance with Sections 5.1, 5.2, 5.3 or 5.5, as appropriate. (c) The Employee acknowledges that his access to Confidential or Proprietary Information and to the Atlas Companies’ customers and his development of goodwill on behalf of the Atlas Companies with their customers during his employment would give him an unfair competitive advantage were he to leave employment and begin competing with the Atlas Companies for their existing customers and that he therefore is being granted access to Confidential or Proprietary Information and the customers of the Atlas Companies in reliance on his agreement hereunder. Therefore, the Employee covenants and agrees that, during the Employment Period and during the twelve-month period immediately following the termination of the Employment Period, the Employee will not engage in any of the following activities directly or indirectly, solicit for any reason, whether for the Company's employees Employee’s own account or independent contractors to leave their for the account of any other person, firm, corporation or other organization; (i) solicit, employ or terminate their otherwise interfere with any of the Atlas Companies’ contracts or relationships with any officer, director, employee, independent contractor or with any individual who has been employed or associated with the Atlas Companies within the six (6) months prior to the Employee’s termination of his employment relationship with the Company. Further, the Employee shall not offer ; or (ii) solicit or cause to be offered employment or an independent contract to encourage any person who was employed by or under contract with the Business customer of any of the Company at Atlas Companies to terminate or diminish its relationship with any time during of the Atlas Companies or seek to persuade any such customer to conduct with, any other person or entity any business or activity which such customer conducts or could conduct with any of the Atlas Companies; provided, however, that these restrictions shall apply only with respect to those persons or entities who are customers of any of the Atlas Companies within the twelve (12) months prior to the Employee’s termination of his employment relationship with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in In the event the Employee breaches any of his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties obligations under this Section 8 4.3, he shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that within five (5) days return to the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.payments he received under

Restrictive Covenants. (a) For On even date herewith, Employee has agreed to transfer stock owned by him in Xxxxx Security Industries, Inc., pursuant to a period Plan of twelve (12) months after Merger, to Employer. Employee acknowledges and agrees that during the expiration or course of his employment: Employee has been and/or will be provided with the benefit of access to Employer’s customers and employees; Employer has and/or will place Employee in a position of trust and confidence with respect to Employer’s customers and employees; that the goodwill customer relationships and contacts constitute substantial assets of Employer which have been acquired and/or developed at considerable expense to Employer; and Employee has and/or shall continue to receive direct financial remuneration as a result of the goodwill established by the Employer with such customers. As further consideration for the covenants contained herein, Employee shall receive certain benefits and severance pay as described in Articles IV and V. Employee agrees that the restrictions set forth below are necessary and reasonable for the protection of the goodwill, customer relationships, employee relationships and business of Employer and therefore covenants as follows: Employee agrees that from the commencement of his employment until the termination of this Agreement his employment and for any reason whatsoeverthe periods set forth below following termination of his employment (whatever the reasons for such termination may be and whether such termination is voluntary or involuntary), that the Employee shall will not: A. For three (3) years following the termination of his employment, directly or indirectly, engage alone or in activities forany capacity, nor render services (similar or reasonably related to those within the geographic area in which he actively works or worked for Employer or within the Employee shall have rendered to geographic area of Employee’s responsibilities performed while in the Companyemploy of Employer, solicit, divert, accept or take away for any competing business any customer of Employer who was such at any time during the one (1) toyear immediately preceding the termination of Employee’s employment. B. For three (3) years following the termination of his employment, any persondirectly of indirectly, entity, firm, business organization which directly alone or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity whichcapacity, were it done by within the geographic area in which he works or worked for Employer or within the geographic area of Employee’s responsibilities performed while in the employ of Employer, would violate solicit, divert, hire or take away for any provision competing business any other employee of Employer who was such at any time during the this sectionone (1) year immediately preceding or following the termination of Employee’s employment. (b) C. For a period of twelve two (122) months after years following the expiration or termination of this Agreement for any reason whatsoever, the Employee shall nothis employment, directly or indirectly, solicit alone or in any capacity, within the Company's employees geographic area in which he actively works or independent contractors to leave their worked for Employer or within the geographic area of Employee’s responsibilities performed while in the employ or terminate their contracts with the Company. Furtherof Employer, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity the security guard or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company patrol business. The Parties agree that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant covenants set forth in this Article VII is in any way disputed at any time, a it is the intent of such Parties that the court or other trier of fact may shall modify and enforce the covenant covenants to the full extent that it finds required to render the covenant to be reasonable under the circumstances existing at the timesame enforceable. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. (a) For a period of twelve thirty six (1236) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve three (123) months years after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve eighteen (1218) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. (a) For a period of twelve During the Employment Term and, in the event that the Employee's employment is terminated for any reason (12) months after including the expiration or termination non-renewal of this Agreement for any reason whatsoeverin accordance with Section 2(b) above), during the 12-month period following such termination, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which will not directly or indirectly competes (as a director, officer, executive employee, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with the Business of the Company to the extent and insofar as such any business or organization that engages in competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage with any of the Company's employees AmCOMP Companies within the meaning of Section 9(d), PROVIDED, HOWEVER, that the provisions of this Section 9(a) shall not be deemed to engage in any activity which, were it done by prohibit the Employee, would violate any provision 's ownership of not more than 2% of the this sectiontotal shares of all classes of stock outstanding of any publicly held company. (b) For a period of twelve In the event that the Employee's employment is terminated for any reason (12) months after including the expiration or termination non-renewal of this Agreement for any reason whatsoeverin accordance with Section 2(b) above), during the 12-month period following such termination, the Employee shall not, will not directly or indirectlyindirectly hire, solicit the Company's employees solicit, retain, compensate or independent contractors otherwise induce or attempt to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to induce any person who was employed by or under contract with the Business employee of any of the Company at any time AmCOMP Companies during the twelve (12) six months prior to the termination of his employment with the Company. Upon the Employee's written request termination, to leave the Company specifying employ of the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity AmCOMP Companies or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided interfere with the burden of so establishing the foregoing to the satisfaction relationship between any of the Company AmCOMP Companies and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyany employee thereof. (c) The parties acknowledge During the Employment Term and, in the event that they have attempted to limit the Employee's right employment is terminated for any reason (including the non-renewal of this Agreement in accordance with Section 2(b) above), during the 12-month period following such termination, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcontractor or other business relation of any of the AmCOMP Companies if such action by him would have a material adverse effect on the business, assets or financial condition of any of the AmCOMP Companies, or materially interfere with the relationship between any such person or entity and any of the AmCOMP Companies. (i) For purposes of this Section 9, a person or entity (including, without limitation, the Employee) shall be deemed to compete only be a competitor of one or more of the AmCOMP Companies, or a person or entity (including, without limitation, the Employee) shall be deemed to be engaging in competition with one or more of the extent necessary AmCOMP Companies, if such person or entity (A) is a stock or mutual insurance company or an insurance fund engaged in writing workers' compensation insurance or any other form of insurance that is provided or proposed to protect be provided by any of the AmCOMP Companies at the time of termination of the Employee's employment with the Company from unfair competition. However(any such form of insurance being hereinafter referred to as the "Specified Insurance"), the parties hereby agree that(B) is an agency or broker for a stock or mutual insurance company or an insurance fund engaged in writing any Specified Insurance, if the scope or enforceability of the restrictive covenant is (C) in any way disputed at conducts, operates, carries out or engages in the business of managing any timeentity described in clause (A) or (B), a court in any of the foregoing cases in the State of Florida or any other trier state of fact may modify and enforce the covenant to United States of America in which any of the extent that it finds AmCOMP Companies conduct, or are actively investigating the covenant to be reasonable under the circumstances existing possibility of conducting, their businesses at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive time of termination of the Employee's employment with the Company. The provisions of this Section 9 shall cease to be applicable to any state in which the AmCOMP Companies are actively investigating the possibility of conducting their businesses at the time of termination of Employee's employment with the Company, unless within three months after such termination, the AmCOMP Companies, or any of them, have commenced soliciting prospective policyholders in such state, and have effectuated any one of the following: (x) the opening of an office in such state; (y) the hiring of one or more employees to be employed in such state; or (z) the engagement of one or more agents in such state. (ii) For purposes of this Section 9, no corporation or entity that may be deemed to be an affiliate of the AmCOMP Companies solely by reason of its being controlled by, or under common control with, Xxx X. Xxxxxxxx, Welsh, Carson, Xxxxxxxx & Xxxxx VII, L.P. or Sprout Growth II, L.P. or any of their respective affiliates other than the AmCOMP Companies, will be deemed to be an affiliate of the AmCOMP Companies. (e) In connection with the foregoing provisions of this Section 9, the Employee acknowledges represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a remedy at law livelihood. The Employee further agrees that the limitations set forth in this Section 9 (including, without limitation, time and territorial limitations) are reasonable and properly required for any breach or threatened breach the adequate protection of the current and future businesses of the AmCOMP Companies. It is understood that the covenants made by the Employee in this Section 9 (and in Section 6 hereof) shall survive the expiration or termination of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breachAgreement.

Restrictive Covenants. (a) For During such time as you shall be employed by the Company, and for a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoevertwo years thereafter, the Employee you shall not, without the written consent of the Board of Directors, directly or indirectlyindirectly become associated with, engage in activities render services to invest in, represent, advise or otherwise participate as an officer, employee, director, stockholder, partner, agent of or consultant for, nor render services (similar or reasonably related to those any business which is conducted in any of the jurisdictions in which the Employee shall have rendered to the Company) to, any person, entity, firm, 's business organization is conducted and which directly or indirectly competes is competitive with the Business business in which the Company is engaged at the time your employment with the Company ceases; PROVIDED, HOWEVER, that: (1) nothing herein shall prevent you from acquiring up to 3% of the securities of any company listed on a national securities exchange or quoted on the NASDAQ quotation system, provided your involvement with any such company is solely that of a stockholder; and (2) if your employment hereunder shall be terminated by the Company to without Just Cause (as defined below), then the extent and insofar as such competition is based on or exploits foregoing noncompetition agreement shall, at the Confidential Information or Inventions election of the Company, whether now existing or hereafter establishedbe effective for a period of up to two years after such termination provided the Company shall pay you during such period at a per annum rate equal to the sum of: (i) your Base Salary in effect at the time of such termination, nor shall plus (ii) the Employee enticecost of any life and medical insurance benefits you would have been entitled to receive pursuant to Section 4 of this Agreement, induce or encourage any plus (iii) the amount you would have been entitled to receive pursuant to Section 2(b) of this Agreement with respect to the fiscal year of the Company's employees Company in which your employment was terminated (collectively, the "Total Payment"). In the event the Company is making payments to engage in any activity which, were it done by the Employee, would violate any provision you pursuant to clause (2) of the this sectionimmediately preceding sentence, the Company shall have the right to terminate such payments at any time upon 30 days' prior written notice to you, in which event the foregoing noncompetition agreement shall terminate on the 30th day following your receipt of such notice. (b) For The parties hereto intend that the covenant contained in this Section 6 shall be deemed a period series of twelve (12) months after the expiration or termination of this Agreement separate covenants for any reason whatsoevereach country, the Employee shall notstate, directly or indirectly, solicit county and city in which the Company's employees or independent contractors business is conducted. If, in any judicial proceeding, a court shall refuse to leave their employ or terminate their contracts with enforce all the Company. Furtherseparate covenants deemed included in this Section 6 because, taken together, they cover too extensive a geographic area, the Employee shall not offer or cause parties intend that those of such covenants (taken in order of the countries, states, counties and cities therein which are least populous) which if eliminated would permit the remaining separate covenants to be offered employment or an independent contract to any person who was employed by or under contract with enforced in such proceeding shall, for the Business purpose of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to such proceeding, be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) deemed eliminated from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company6. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. a. Because of the unique value to Employer of the services for which Employer has contracted hereunder, the nature of Employee's personal contact with clients and potential clients of Employer, and because of the confidential information to be obtained by Employee, all as aforementioned, and in consideration of employment by Employer, Employee covenants and agrees: (a1) For that at no time during the term of this Agreement or for a period of twelve two (122) months years immediately following the termination, for any reason, of his employment hereunder, will he engage directly or indirectly, either personally or as an employee, associate, partner, manager, agent, or otherwise, or by means of any corporation or other device, in a business similar to Employer's within a ten (10) mile area of Employer's place of business or any of Employer's clients' places of business. (2) that during the term of this Agreement, Employee shall not be employed by, perform services for or receive compensation of any kind for services rendered after the expiration date hereof from any person or termination entity other than Employer or any affiliates of this Agreement Employer, it being the intent of the parties that Employer shall have the sole and exclusive right to the benefit of Employee's services; and (3) that for a period of two (2) years after Employee ceases to be employed by Employer for any reason whatsoever, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which without the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business prior consent of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall notEmployer, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered for employment or an independent contract to employ, directly or indirectly, any person who was employed by or under contract with the Business employee of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may Employer. b. Nothing in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel Agreement shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted construed as prohibiting Employer from pursuing any remedies available to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law or in equity for any a breach or threatened breach by the Employee of Sections 6, 7, and 10 of this Section 8 would be inadequate, and the Employee therefore agrees Agreement. c. The parties hereto agree that if any court of competent jurisdiction shall determine that the Company period, or any other term or provision of this Agreement, is unreasonable, the said term, or provision shall not be deemed to be null and void but shall be entitled reformed to injunctive relief impose the maximum enforceable period, term or other provisions as the case may be. d. Notwithstanding anything contained in case this Section 10 to the contrary, (i) prior to the IPO date, Employee shall be permitted to conclude business dealings in which he is currently involved and (ii) during and after the term of any such breach or threatened breachthis Agreement, Employee may continue his activities with the American Academy of Medical Administrators, the American Hospital Association, the American College of Health Care Executive and other non-profit organizations which do not compete with Employer.

Restrictive Covenants. (a) For a period of twelve (12) months after Employee acknowledges that the expiration or termination of this Agreement for any reason whatsoever, covenants herein are necessary to protect the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business goodwill and other value of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions in view of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any unique and essential nature of the Company's employees services Employee is to engage in any activity whichperform hereunder, were it done by the Employee, irreparable injury that would violate any provision of befall the this sectionCompany should Employee breach such covenants. (b) For The Employee further acknowledges that Employee's services to be provided hereunder are of a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoeverspecial, the Employee shall not, directly or indirectly, solicit the Companyunique and extraordinary character and that Employee's employees or independent contractors to leave their employ or terminate their contracts position with the Company. Further, the Company will place Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract in a position of confidence and trust with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company customers and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction other employees of the Company and its counsel shall be upon the allow Employee and his prospective employer(saccess to Confidential Information (as defined below), partner(s) or company. (c) The parties acknowledge Employee further acknowledges that they have attempted to limit the Employee's right to compete only to type and periods of restrictions imposed by the extent necessary to protect covenants in this Section 5 are fair and reasonable and that such restrictions will not prevent the Company Employee from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, earning a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timelivelihood. (d) The Employee further acknowledges that: that (1i) the Company is engaged in the event his contract with business of developing, owning, acquiring and operating assisted living facilities and specialty care facilities for the treatment of individuals suffering from Alzheimer's disease; (ii) the Company terminates for any reason, he will be able to earn a livelihood without violating conducts its business activity in and throughout the foregoing restrictionsArea (as defined below); and (2iii) that his ability Competing Businesses (as defined below) are engaged in businesses like and similar to earn a livelihood without violating such restrictions is a material condition to his retention by the business of the Company. (e) Having acknowledged the foregoing, the Employee covenants and agrees with the Company that Employee will not, directly or indirectly: (i) while in the Company's employ and after the termination of his employment for any reason whatsoever (whether voluntarily or involuntarily), disclose, use or otherwise exploit, except as may be necessary in the performance of his duties hereunder, any Confidential Information disclosed to the Employee or of which the Employee became aware by reason of his employment with the Company; (ii) while in the Company's employ and through the period ending eighteen (18) months after the termination of his employment for any reason whatsoever (whether voluntarily or involuntarily), employ or attempt to employ or assist anyone else in employing in any Competing Business in the Area any managerial or executive employee of the Company (whether or not such employment is full time or is pursuant to a written contract with the Company); and (iii) while in the Company's employ and through the period ending twelve (12) months after the termination of his employment (whether voluntarily or involuntarily) for any reason whatsoever, except for (x) termination by the Company without cause or (y) termination by the Employee for "good reason" or (z) expiration of the Initial Term without renewal pursuant to Section 3.1 hereof by virtue of notice of nonrenewal given by the Company to the Employee pursuant to Section 3.1 hereof, engage in or render any services to or be employed by any Competing Business in the Area in the capacity of officer, managerial or executive employee, director, management or strategic consultant or shareholder (other than as the owner of less than one (l%) percent of the shares of a publicly-owned corporation whose shares are traded on a national securities exchange or on the NASDAQ National Market System). (f) The Employee agrees that upon the termination of Employee's duties employment for any reason whatsoever (whether voluntarily or involuntarily), Employee will not take with Employee or retain without written authorization, and Employee will promptly deliver to the Company, originals and all copies of all papers, files or other documents containing any Confidential Information and all other property belonging to the Company and in Employee's possession or under Employee's control. (g) For purposes of this Section 8 shall survive termination 5, the term (i) "Area" means a twenty-five (25) mile radius of any congregate living community or assisted living or specialty care facility owned, managed or operated by the Company at the time the Employee's employment hereunder is terminated; (ii) "Competing Business" means the business of developing, owning, acquiring or operating assisted living facilities, specialty assisted care facilities for the treatment of individuals suffering from Alzheimer's disease or congregate living communities; and (iii) "Confidential Information" means any and all data, knowledge and information relating to the business of the Company (whether or not constituting a trade secret) that is, has been or will be obtained by or disclosed to the Employee or of which the Employee became or becomes aware as a consequence of or through Employee's relationship with the CompanyCompany and that has value to the Company and is not generally known by its competitors, provided, however, that no information will be deemed confidential unless it is known to the Employee to be confidential information or has been reduced to writing and marked clearly and conspicuously as confidential information. The Employee acknowledges Confidential Information shall not include any data or information that a remedy at law for any breach or threatened breach has been voluntarily disclosed to the public by the Employee of this Section 8 would be inadequateCompany (except where such public disclosure has been made without authorization by the Company), or that has been independently developed and disclosed by others, or that otherwise enters the Employee therefore agrees that public domain through lawful means. Confidential Information includes, but is not limited to, information relating to the Company shall be entitled to injunctive relief in case of any such breach Company's financial affairs, processes, services, customers, executive officers or threatened breachemployees compensation, research, development, purchasing, accounting or marketing.

Restrictive Covenants. Competing business; customers and suppliers; employees 13.1 In order to protect the full benefit and goodwill and the know-how of the Business to the Purchaser, each of the Seller, the Parent and the Shareholders undertake to the Purchaser and the Company (aby way of a third party stipulation (derdenbeding om niet)) For that it will not, and it will procure that the Seller Group will not, during a period of twelve (12) months three years after the expiration Completion Date, either alone or termination of this Agreement for any reason whatsoever, the Employee shall notjointly with others, directly or indirectly: (a) have an interest in, engage be engaged in, or be concerned with, or approach any person with a view to obtaining an interest in activities foror being engaged in or concerned with, nor render any business involving the development or production of, or the trading in, any products developed, produced or traded by the Company or offering any services (similar or reasonably related to those in which the Employee shall have rendered relation to the Business; Project Speedway – SPA 22 (b) persuade, cause or attempt to persuade any licensor, distributor, commercial agent, employee or independent contractor of, or natural person engaged on the basis of a management or similar agreement by the Company) to, any person, entity, firm, business organization which directly or indirectly competes to terminate its relationship with the Business Company, or employ or engage any such person within twelve months after the effective termination of such person’s relationship with the Company, or take any action that may result in the impairment of such relationship; (c) persuade, cause or attempt to persuade any customer of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of terminate its relationship with the Company, whether now existing or hereafter establishedtake any action that may result in the impairment of such relationship, nor shall the Employee enticeincluding by seeking to obtain orders from, induce or encourage offering goods or services to, any person who has been a customer of the Company within twelve months immediately preceding the Completion Date; (d) persuade, cause or attempt to persuade any supplier of the Company to terminate its relationship with the Company's employees , or take any action that may result in the impairment of such relationship, including by soliciting or enticing away from the Company any supplier who supplied goods or services to engage the Company within twelve months immediately preceding the Completion Date; or (e) persuade, cause or attempt to persuade any other person doing business with the Company to terminate its relationship with the Company, or take any action that may result in the impairment of such relationship. 13.2 Each of the covenants contained in clause 13.1 shall constitute a separate and independent restriction on the Seller, the Parent and the Shareholders. 13.3 Each of the Seller, the Parent, the Shareholders’ Companies and the Shareholders undertake to the Purchaser and the Company (by way of a third party stipulation (derdenbeding om niet)) that it will not, and will procure that the Seller Group will not, at any activity time after Completion, either alone or jointly with others, directly or indirectly: (a) register or use, or procure or permit the registration or use of, the rF2 Brand or any term consisting of (in whole or in part) the term “Studio397”, “397”, “rFactor”, “rFactor2”, “rF”, “rF2” (or any terms which, were it done in the reasonable opinion of the Purchaser is substantially or confusingly similar to those words) or any other signs, trade name, trade mxxx, style or logo used by the Employee, would violate Company in connection with any provision of the this section.Business activity whatsoever; (b) For a period do or say anything which is likely or intended to damage the goodwill or reputation of twelve (12) months after the expiration Company or termination of this Agreement for the Business or which may lead any reason whatsoeverperson to cease to do business with the Company on substantially equivalent terms to those previously offered, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors lead any person not to leave their employ or terminate their contracts engage in business with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.Project Speedway – SPA 23

Restrictive Covenants. (a) For a During the period of twelve time the Executive is employed by EVERYWARE and for a one year period thereafter (12) months after the expiration or termination of this Agreement for any reason whatsoever“Restricted Period”), the Employee Executive shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in activities for, nor render services (similar or reasonably related to those otherwise participate in any business which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of the Company to the extent and insofar as such competition is based on any person or exploits the Confidential Information entity who engages or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage otherwise participates in any activity which, were it done by the Employee, would violate any provision of the this sectionbusiness which competes with EVERYWARE’s Business. (ba) For a period of twelve (12) months after During the expiration or termination of this Agreement for any reason whatsoeverRestricted Period, the Employee Executive shall not, directly or indirectly, knowingly solicit the Company's employees or independent contractors encourage to leave their employ or terminate their contracts with the Company. Furtheremployment of EVERYWARE, any employee of EVERYWARE. (b) During the Restricted Period, the Employee Executive shall not offer call on, or cause solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to be offered employment induce or an attempt to induce such customer, supplier, independent contract contractor or other business relationship to cease doing business with EVERYWARE or any person who was employed by of its subsidiaries, or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized materially interfere with the relationship between any customer, supplier, independent contractor or violated by such activities, provided the burden business relationship and EVERYWARE or any of so establishing the foregoing to the satisfaction its subsidiaries (including any disparaging statements about EVERYWARE or any of the Company and its counsel shall be upon the Employee and his prospective employer(ssubsidiaries), partner(s) or company. (c) The parties acknowledge Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that they have attempted to limit the Employee's right to compete only is in competition with EVERYWARE. EVERYWARE shall provide written notice to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability Executive of any tolling of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeRestricted Period. (d) The Employee further acknowledges that: If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (1) the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in the event his contract with the Company terminates for addition to, and not in lieu of, any reason, he will be able other rights and remedies available to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company.EVERYWARE under law or in equity: (ei) The Employee's duties under this Section 8 shall survive termination right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequaterestraining orders and injunctions (preliminary, mandatory, temporary, and the Employee therefore agrees permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that the Company shall be entitled to injunctive relief in case of any such breach or threatened breachbreach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. In order to induce Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Xxxxxx agrees as follows: (a) For a the period from the Closing Date through the fifth (5th) year anniversary of twelve the Closing Date (12) months after the expiration or termination of this Agreement for any reason whatsoever“Restricted Period”), the Employee Seller shall not, directly or indirectly, engage through an Affiliate or otherwise, within the United States or Europe (the “Territory”): (i) provide or perform services for the benefit of, manage, operate or in activities forany way participate in, nor render services a Competing Business, either on its own behalf or on behalf of any other Person, and regardless of whether in the capacity of an, employee, manager, member, principal, agent, consultant or independent contractor, paid or otherwise; or (similar ii) have a financial interest in, own or reasonably related to those in which control any Competing Business, whether as a shareholder, owner, partner, member, proprietor, lender, employer or otherwise; provided, however, that the Employee foregoing shall have rendered to the Company) to, any person, entity, firm, business organization which directly not prohibit Seller from acquiring or indirectly competes with the Business owning less than 2% of the Company to stock of a publicly held corporation whose stock is traded on a national securities exchange or in the extent and insofar over the counter market), so long as Seller has no participation in the management or investment decisions of such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this sectionentity. (b) For a the period from the Closing Date through the second (2nd) anniversary of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoeverClosing Date, the Employee Seller shall not, in any manner, directly or indirectly, through an Affiliate or otherwise, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered for employment or hire (or engage as an independent contract to contractor) any person who was employed by or under contract with the Business of the Company at any time during Employees as of the twelve (12) months prior Closing Date, or encourage such employees to the termination of his terminate their employment with the CompanyCompany Entities or Purchaser. Upon the Employee's written request to This Section 6.4(b) shall not restrict Seller from soliciting or hiring: (i) any Person whose employment was terminated by the Company specifying Entities; or (ii) any Person who responds to a general solicitation for employment (including through the activities proposed use of employment agencies) not directed to be conducted by the Employee, target the Company may in its discretion give the Employee written approval(s) to personally engage in Entities or any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companytheir employees. (c) The parties acknowledge that they have attempted During the period from the Closing Date through the second (2nd) anniversary of the Closing Date, Seller shall not, in any manner, directly or indirectly, through an Affiliate or otherwise or by assisting others: (i) solicit for a Competing Business or attempt to limit divert the Employee's right sales of any customer to compete only whom the Company (or its predecessor) sold or provided any products or services at any time within the twenty-four (24)-month period prior to the extent necessary Closing Date; or (ii) induce, or attempt to protect induce, any customer, salesperson, distributor, supplier, vendor, manufacturer, representative, agent, licensor, licensee or other Person to reduce or cease doing business with the Company from unfair competition. HoweverEntities, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract interfere with the Company terminates for relationship between any reasonsuch Person, he will be able to earn a livelihood without violating on the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequateone hand, and the Employee therefore agrees that Company Entities, on the Company shall be entitled to injunctive relief in case of any such breach or threatened breachother hand.

Restrictive Covenants. (a) For a period of twelve (12) months after During the expiration or termination of this Agreement for any reason whatsoeverEmployment Period, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done without written approval by the EmployeeBoard, would violate accept or perform any provision of the this section. (b) For a period of twelve (12) months after the expiration work, consulting, or termination of this Agreement other services for any reason whatsoeverother business entity or for remuneration of any kind. Without limiting the foregoing, during the Employment Period, the Employee shall not, directly or indirectly, solicit without written approval by the Company's employees Board, engage in activities or independent contractors to leave their employ businesses (including, without limitation, owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or terminate their contracts with in any manner engaging in the Companybusiness of owning, operating or managing any business) that are principally or primarily involved in holding, managing or acquiring investments in the healthcare industry or other similar business in which the Employer is engaged (or so engage with, for or on behalf of any customer of the Employer), provided, however, that neither (i) the passive ownership by the Employee of not more than 2.0% of the outstanding equity securities of a publicly traded company nor (ii) the Employee’s ownership of the securities or interests described on Schedule 1 shall constitute a violation of this Section 11(a). FurtherIf the Employee acquires knowledge of a business venture which may be a business venture or prospective business venture (“Corporate Opportunity”) in which the Employer could have an interest or expectancy, or otherwise is exploiting any Corporate Opportunity, the Employee shall promptly bring such opportunity to the Employer. The Employee shall not offer have the right to hold any such Corporate Opportunity for Employee’s own account or cause benefit (or for the account or benefit of Employee’s agents’, partners’ or Affiliates’), or to be offered employment recommend, assign or an independent contract to otherwise transfer or deal in such Corporate Opportunity with Persons other than the Employer. (b) During the Employment Period and for a period of one year thereafter, the Employee shall not, directly or indirectly, solicit, induce or encourage any person who was employed by or under contract with the Business employee of the Company at any time during the twelve (12) months prior Employer to the termination of his terminate Employee’s employment with the Company. Upon the Employee's written request Employer or hire or attempt to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in hire any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction employee of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyEmployer. (c) During the Employment Period and for a period of one year thereafter, the Employee shall not, directly or indirectly, use the Employer’s Confidential Information to induce, attempt to induce or knowingly encourage any Customer (as defined below) of the Employer to divert any business or income from the Employer, or to stop or alter the manner in which it is then doing business with the Employer. The parties acknowledge that they have attempted to limit the Employee's right to compete only term “Customer” with respect to the extent necessary to protect Employer shall mean any individual or business firm that is, or within the Company from unfair competition. Howeverprior 24 months was, the parties hereby agree that, if the scope a customer or enforceability client of the restrictive covenant is in any way disputed Employer, or whose business was actively solicited by the Employer at any time, a court regardless of whether such customer or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) client was generated, in the event his contract with the Company terminates for any reasonwhole or in part, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the CompanyEmployee’s efforts. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. (a) For a and during the ten --------------------- (10) year period of twelve (12) months after following the expiration or termination date of this Agreement for (the "Restricted Period"), neither Lilly nor any reason of its Affiliates shall directly or indirectly, within the United States, whether as a shareholder, agent, partner, 27 28 proprietor, joint venturer, consultant or otherwise, of any business or entity, take part, participate or become interested in, in any manner whatsoever, a business or organization which directly or indirectly manufactures, distributes or sells in the Employee United States, injectable methohexital products in competition with the Product; provided, however, that nothing set forth herein shall notprevent Lilly from (i) manufacturing Product for sale to JMED, or (ii) manufacturing methohexital products for sale outside of the United States, or (iii) acquiring a company which at the time of acquisition, manufactures, markets or sells methohexital products; and provided further that, the foregoing to the contrary notwithstanding, JMED acknowledges and agrees that the following activities, events and conditions shall not be a breach or violation of the Restrictive Covenants (hereafter defined) and JMED shall not be entitled to injunctive or any other relief at law or in equity or any other rights or remedies (including, but not limited to, those set forth in this Section 7.14) in connection with: Lilly or any of its Affiliates engaging in any merger, acquisition, joint venture, partnership, alliance, license, research and/or development collaboration, or combination, arrangement or relationship of any nature whatsoever (each, a "Relationship") in which the other party or parties involved in such Relationships (each, a "Significant Other") at that time already conducts or engages in, directly or indirectly, engage anywhere in activities forthe United States, nor render services whether as a shareholder, agent, partner, proprietor, join venturer, consultant or otherwise, the manufacturing, marketing, distributing or selling of injectable methohexital products (similar or reasonably related to those in which "Methohexital Business"), provided that -------- the Employee shall have rendered Methohexital Business (i) does not constitute a material part of the overall business of the Significant Other prior to the CompanyRelationship, and (ii) to, any person, entity, firm, business organization which directly or indirectly competes with the Business will not constitute a material part of the Company to overall business of either such Relationship or Lilly, as the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions case may be, following consummation of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the CompanyRelationship. Further, the Employee no provision herein contained shall not offer prevent or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.in

Restrictive Covenants. a. Employee agrees that during the term of his employment with Employer (a) For a whether pursuant to this Agreement or otherwise), and during any Benefit Period (pursuant to section 4 hereof), and during any period of twelve Consultancy (12pursuant to Section 5 hereof); (i) months after he will not solicit for employment or employ for his own or for another's benefit any employee, officer, director or consultant of Employer; and (ii) he shall not directly or indirectly on his own behalf or as an officer, director, consultant, partner, owner, stockholder or employee of any individual, partnership or corporation or other entity, engage in any activity, in those states within the expiration United States and those countries outside the United States in which Employer or termination any of this Agreement for its subsidiaries then conducts or during his employment had conducted any reason whatsoeverbusiness, where such activity is competitive with the Employee shall notactivities carried on by Employer and its subsidiaries during his employment by Employer or is, directly or indirectly, engage in activities forconcerned with soliciting, nor render services (similar serving or reasonably related catering to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Companycustomers of Employer or its subsidiaries during his employment by Employer. Employee acknowledges that the nature of Employer's employees to engage in any activity which, were it done by the Employee, would violate any provision activities is such that competitive activities could be conduced effectively regardless of the this sectiongeographic distance between Employer's place of business and the place of any competitive business. (b) For a period of twelve (12) months after b. In the expiration or termination of this Agreement for event that any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions part of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel 6 shall be upon held unenforceable or invalid, the Employee remaining parts thereof shall nevertheless continue to be valid and his prospective employer(s)enforceable as though the invalid portions had not been a part hereof. In the event that the area or period of restriction established in accordance with this Section 6 shall be deemed to exceed the maximum area or period of time which a court of competent jurisdiction deems enforceable, partner(s) said area or company. (c) The parties acknowledge that they have attempted to limit periods of duration shall, for the Employee's right to compete only purposes of this Section 6, be reduced to the extent necessary to protect the Company from unfair competition. Howeverrender them enforceable. c. The existence of any claim or cause of action of Employee against Employer, the parties hereby agree thatwhether predicated on this Agreement or otherwise, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, shall not constitute a court or other trier of fact may modify and enforce the covenant defense to the extent that it finds the enforcement thereof by Employer of any covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) set forth in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach6.

Restrictive Covenants. (a) For Executive recognizes and acknowledges that the Company, Related Entities and their subsidiaries, through the expenditure of considerable time and money, have developed and will continue to develop in the Confidential Information. In consideration of his continued employment by the Company hereunder, Executive agrees that he will not, during the Restricted Period, directly or indirectly, make any disclosure of Confidential Information now or hereafter possessed by the Company, Related Entities, and/or any of their current or future, direct or indirect subsidiaries (collectively, the "Group"), to any person, partnership, corporation or entity either during or after the term hereunder, except to employees of the Group and to others within or without the Group, as Executive may deem necessary in order to conduct the Group's business and except as may be required pursuant to any court order, judgment or decision from any court of competent jurisdiction. The foregoing shall not apply to information which is in the public domain on the date hereof; which, after it is disclosed to Executive by the Group, is published or becomes part of the public domain through no fault of Executive; which is known to Executive prior to disclosure thereof to him by the Group as evidenced by his written records; or, after Executive is no longer employed by the Group, which is thereafter disclosed to Executive in good faith by a period third party which is not under any obligation of confidence or secrecy to the Group with respect to such information at the time of disclosure to him. The provisions of this Section 11 shall continue in full force and effect notwithstanding termination of Executive's employment under this Agreement or otherwise. (b) Executive agrees that if the Company has made and is continuing to make all required payments to him upon and after termination of his employment, then during the Restricted Period, Executive shall neither directly and/or indirectly (a) solicit, hire and/or contact any prior (within twelve (12) months) or then current employee of the Company and/or Related Entities nor any of their respective direct and/or indirect subsidiaries (collectively, the "Applicable Entities"), nor (b) solicit any business with any prior (within twelve (12) months of termination) or then current customer and/or client of the Applicable Entities. In addition, Executive shall not attempt (directly and/or indirectly) to do anything either by himself or through others that he is prohibited from doing pursuant to this Section 11. Given that this Agreement is providing significant benefits to Executive, Executive hereby agrees that during the Restricted Period, without the prior written consent of the Board, he will not, directly or indirectly, either as principal, manager, agent, consultant, officer, director, stockholder, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in, any business which is in competition with any business of the Applicable Entities. For purposes of this section, a business shall be deemed to be in competition with any business of the Applicable Entities if it is materially involved in the purchase, sale or other dealing in any property or the rendering of any service purchased, sold, dealt in or rendered by any member of the Applicable Entities within the same geographic area in which such member of the Applicable Entities effects such purchases, sales or dealings or renders such services. Notwithstanding the foregoing, Executive shall be allowed to make passive investments in publicly held competitive businesses as long as his ownership is less than 5% of such business. (c) The Executive and the Company agree that at all times during the Term of Employment and for a period of five years from and after the expiration or termination of this Agreement and the termination of the Executive’s employment with the Company, neither the Executive nor the Company will make, publish or communicate at any time to any person or entity, including but not limited to any client or other entity or person for any reason whatsoever, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) toCompany provides or provided at any relevant time any advertising or marketing or other services or goods, any personDisparaging (defined below) remarks, entitycomments or statements concerning the other (or, firm, business organization which directly or indirectly competes with in the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions case of the Company, whether now existing any of its directors, managers, officers, partners, members or hereafter establishedemployees). The previous sentence shall not apply, nor shall however, in the Employee enticecase of any remarks, induce comments or encourage statements which are made (i) in testimony pursuant to a court order, subpoena, or legal process, (ii) in discussions with any regulator or government agency, (iii) to a court, mediator or arbitrator in connection with any litigation or dispute between the Executive and the Company, or (iv) privately in the course of the Company's employees to engage ’s supervision or review of the Executive’s job performance. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilities of the individual or entity being disparaged or that would adversely effect in any activity which, were it done by manner the Employee, would violate any provision conduct of the this section. (b) For a period business or the business reputation of twelve (12) months after the expiration such individual or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeentity. (d) The Employee further Executive acknowledges that: that the restrictive covenants (1the "Restrictive Covenants") contained in this Section 11 are a condition of his continued employment and are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the event his contract with Restrictive Covenants, or any part of any of the Company terminates for Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any reasoncourt determines that any of the Restrictive Covenants, he will or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be able enforceable. If Executive breaches, or threatens to earn a livelihood without violating breach, any of the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by Restrictive Covenants, the Company. (e) The Employee's duties under this Section 8 shall survive termination , in addition to and not in lieu of the Employee's employment with the Company. The Employee acknowledges that a remedy any other rights and remedies it may have at law for any breach or threatened breach by in equity, shall have the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled right to injunctive relief in case of relief; it being acknowledged and agreed to by Executive that any such breach or threatened breachbreach would cause irreparable and continuing injury to the Company and that money damages would not provide an adequate remedy to the Company.

Restrictive Covenants. In consideration of the promises made in this Agreement by the Company, Mx. Xxxxxxx agrees to the following:  (a) For a period of twelve (12) the next twenty-four months after the expiration or termination of this Agreement for any reason whatsoeverResignation Date (“the Restricted Period”), the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which Mx. Xxxxxxx agrees that he will not directly or indirectly competes with solicit or personally hire or select in an employment or independent contractor relationship, the Business services or employment of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's ’s employees or independent contractors who derive more than twenty-five percent of their income from either the Company or its affiliates, customers or referral sources, or otherwise induce or attempt to engage in induce any activity which, were it done by the Employee, would violate any provision of the Company or its affiliates’ current employees or independent contractors or customers to sever their relationship with any of them. This provision is not intended to preclude Mx. Xxxxxxx and one or more current employee(s), customer(s) or referral source(s) of the Company or one of its affiliates from working or being associated in or with the same entity, or being in a non-work related relationship (including but not limited to any attorney-client relationship), provided that Mx. Xxxxxxx respects the remaining provisions of this section.Section 4 and this Agreement. Mx. Xxxxxxx has carefully read and considered the provisions of this Section 4(a) and, having done so, agrees and acknowledges that the terms, conditions, agreements and restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of the Released Parties, and will not impose any hardship on Mx. Xxxxxxx or affect his ability to earn a living. Nothing in this Section 4(a) shall prohibit Mx. Xxxxxxx from seeking medical services at any hospital owned or operated by or affiliated with the Company.  (b) For Mx. Xxxxxxx covenants and agrees that he will not use or disclose to any person or entity not employed by the Company (or, until receiving written authorization from an Authorized Person, any person representing the Company as outside legal counsel pursuant to a period written engagement) any confidential, competitive or proprietary information on, about or regarding any of twelve the Released Parties (12collectively, “Confidential Information”). Any such authorized use or disclosure shall be made solely to further, enhance or protect the legal, business or reputational interests of the Company or any of its affiliates. By way of illustration, but not limitation, such Confidential Information shall include, whether oral or written, and regardless of when or whether Mx. Xxxxxxx now or hereafter learns of or obtains such information, any fact or circumstance arising out of or relating in any way to (i) months after any potential or ongoing investigation, litigation, regulatory or legal concern, contract or business arrangement concerning the expiration Company or termination its affiliates; (ii) the business affairs, strategic plans, patient or employee data, profitability information, formulae, compositions, processes, ideas, current and planned service delivery methods and processes, patient, provider or supplier lists, current and anticipated patient and provider requirements, price or cost lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, composition, improvements, devices, inventions, discoveries, concepts, ideas, designs, methods and information) concerning the Company or its affiliates; (iii) the terms or conditions of any contract or agreement, whether final or in draft form, including (unless in connection with any legal proceeding regarding this Agreement) this Agreement; (iv) the business and affairs (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, and personnel training techniques and materials), however documented, of the Released Parties, that has been or may hereafter be provided or shown to Mx. Xxxxxxx or which he has otherwise obtained, irrespective of the form of the communication, and all notes, analyses, compilations, studies, summaries, and other material prepared by his or at his direction or based, in whole or in part, on any information included in the foregoing; and (v) any information regarding or relating to any of the Company’s affiliates’ patients (except Mx. Xxxxxxx or any of his relatives). Mx. Xxxxxxx further acknowledges that any unauthorized use of the Confidential Information by him, or any disclosure of the same to any third parties, would be wrongful and would cause irreparable injury to the Released Parties. Provided, however, that the provisions of this Agreement for any reason whatsoeverSection 4(b) including, but not limited to, the Employee definition of Confidential Information, shall notnot apply to any information that is (i) first ascertained from public or published information, directly (ii) becomes known to the public other than through a breach of this Agreement, or indirectly(iii) required to be disclosed by an Order issued by any court or governmental authority having competent jurisdiction.  If Mx. Xxxxxxx is required to disclose any of the Confidential Information pursuant to this Section 4(b), solicit he shall notify in writing each Authorized Person (using separately addressed and sent envelopes delivered to the Company's employees ’s main offices on a business day) by overnight courier such as UPS or independent contractors FedEx , but in any event within 24 hours following receipt of such court order or subpoena, and simultaneously provide each Authorized Person with a copy of such court order or subpoena, all of which shall occur prior to leave their employ such disclosure. If such notice must occur on a day other than a business day, Mx. Xxxxxxx shall hand deliver such notice to each Authorized Person (or terminate their contracts arrange delivery through a reputable courier who shall obtain a receipt from each Authorized Person). Mx. Xxxxxxx agrees to waive any objection to any request by any of the Released Parties that the document production or testimony be made in camera and under seal. Mx. Xxxxxxx shall, upon execution and delivery of this Agreement, specifically identify, to the extent known, the precise location of, and return and deliver to the Company unlimited possession or access to, all Confidential Information held by him or under his control including, without limitation, all notes, analyses, compilations, studies, summaries, and other material prepared by Mx. Xxxxxxx or at his direction or based, in whole or in part, on any Confidential Information or other information learned about the Company, its affiliates or any Released Party during his employment with the Company. Further (c) Other than positive statements, Mx. Xxxxxxx covenants and agrees not to discuss with any other person or entity in any manner, or make statements about or relating to, any Released Party, or the Employee shall not offer business or cause to be offered employment business matters of or an independent contract relating to any person who was employed of them unless approved in each instance in advance in writing by or under contract with the Business any one of the Company Authorized Persons.  (d) Mx. Xxxxxxx hereby forever settles, releases, compromises, reaches accord and satisfaction, waives, remises, discharges, and acquits the Released Parties from each and every claim which exists as of the date hereof, whether known or unknown, or which Mx. Xxxxxxx at any time during the twelve (12) months prior hereafter may have against any of them, relating to the termination his employment or separation or cessation of his employment with the Company. Upon , any right or claim under federal or state law or any political subdivision thereof, including but not limited to Title VII of the Employee's written request Civil Rights Acts of 1964; the Americans with Disabilities Act; the Age Discrimination in Employment Act; Family and Medical Leave Act; the Fair Labor Standards Act; the Dxxx-Xxxxx Act; the Federal False Claims Act; and, all other federal, state or local laws or regulations prohibiting employment discrimination or protecting employee rights, as well as claims for other tortious or unlawful conduct, but only up to the Company specifying date of the activities proposed execution of this Agreement. On behalf of and for himself, his estate and any other person he may bind or obligate, Mx. Xxxxxxx does hereby expressly acknowledge and agree that, with respect to the claims that he hereby releases, he, his estate and any other person that he may bind or obligate is absolutely prohibited from deriving any personal benefit, whether directly or indirectly, and whether such benefit is financial or otherwise. This release does not release any claims, nor restrict or impinge upon any communication, which cannot be conducted released or restricted as a matter of law, relating to the Company’s obligations, responsibilities or undertaking, under this Agreement or Mx. Xxxxxxx’x prior employment, including any that could not be waived, restricted or released under Rule 21F-17 of the Securities and Exchange Commission’s Office of Compliance, Inspection and Examinations. Mx. Xxxxxxx expressly acknowledges that he has not been injured on the job and that he has no factual basis upon which to make any claim which he has released. Notwithstanding any term, provision, or statement in this Agreement seemingly to the contrary, the Parties agree that the Indemnification Agreement dated August 28, 2008, by and between LifePoint Hospitals, Inc. (a predecessor of the Company) and Mx. Xxxxxxx remains in effect, shall not be altered or amended by this Agreement, shall survive this Agreement and remain a binding obligation of the Company. Mx. Xxxxxxx fully understands and agrees that this Section 4(d) may be pled by the Employee, the Company Released Parties as a complete defense to any claim or entitlement which may in its discretion give the Employee written approval(s) to personally engage be hereafter asserted by him or on his behalf in any activity suit, claim, or render services referred grievance proceeding against the Released Parties, for or on account of any matters or things up to in Subsection (a) upon receipt and including the present time of written assurances (satisfactory to execution hereof. Mx. Xxxxxxx hereby represents and acknowledges that he has carefully read, considered and understands the Company provisions and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions effect of this Section will not 4(d), that he has had the opportunity and been advised to retain legal counsel of his own choice and, having done so, he knowingly and on an informed basis has voluntarily decided to agree to this Section 4(d) to, at least in any way be jeopardized or violated by such activitiespart, provided the burden of so establishing the foregoing to the satisfaction of induce the Company to execute and its counsel shall be upon deliver this Agreement. Further, Mx. Xxxxxxx acknowledges his understanding that the Employee Released Parties are relying on the enforceability and his prospective employer(seffectiveness of this Section 4(d), partner(s) or company. (c) The parties acknowledge and that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify would not have executed and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) delivered this Agreement in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company.absence of this Section 4(d).  (e) The Employee's duties under this Section 8 shall survive termination If Mx. Xxxxxxx is found by a court of competent jurisdiction to have violated any of the Employee's employment with restrictive covenants set forth in this Agreement, he acknowledges and agrees that he forfeits and will return immediately all payments made pursuant to this Agreement and shall forfeit any further payments due hereunder, in addition to all other rights and remedies to which the CompanyCompany may be entitled as a result of his breach. The Employee acknowledges If a Court of competent jurisdiction determines that Mx. Xxxxxxx has violated any of the covenants contained in this Agreement, the parties agree and acknowledge that the period applicable to each obligation that has been violated will be extended automatically by a remedy at law for any breach or threatened breach by period of time equal in length to the Employee of this Section 8 would be inadequateperiod during which such violation(s) occurred. Notwithstanding his breach, and the Employee therefore repayment of monies received pursuant to this Agreement, Mx. Xxxxxxx acknowledges and agrees that he shall remain subject to and bound by the restrictive covenants set forth in this Agreement.  (f) Except as might be prohibited by applicable law, Mx. Xxxxxxx acknowledges and agrees that he has no right to retain any Confidential Information (in any format, whether electronically, photocopy or otherwise) or any other property of the Company, and hereby expressly agrees to return all Confidential Information and property, and not to retain any copies, to the Company shall be entitled to injunctive relief in case as of any such breach or threatened breachthe Resignation Date.

Restrictive Covenants. (a) For a period Section 8.1 Employee shall devote all or substantially all of twelve (12) months after his/her entire productive time, ability and attention to the expiration business of the Company during the Term. Employee shall not engage in any other business duties or termination of this Agreement for any reason pursuits whatsoever, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes render any services of a business, commercial, or professional nature to any other person or organization, including, but not limited to, providing services to any business that is in competition with the Business of the Company or similar in nature to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing for compensation or hereafter establishedotherwise, nor without the prior written consent of the Company's Board of Directors. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of the Agreement, if those activities do not materially interfere with the services required under this Agreement, and shall not require the prior written consent of the Company's Board of Directors. Notwithstanding anything herein contained to the contrary, this Agreement shall not be construed to prohibit Employee enticefrom making passive personal investments or conducting private business affairs if those activities do not materially interfere with the services required hereunder. Section 8.2 During the Term and following termination of this Agreement, induce Employee agrees that, without the Company's prior written consent, he will not disclose to any person, firm, association, partnership, entity or encourage corporation, any information concerning: (a) the business operations or internal structure of the Company; (b) the customers of the Company; (c) the financial condition of the Company; and (d) other confidential information pertaining to the Company, including without limitation, trade secrets, technical data, marketing analyses and studies, operating procedures, customer and/or inventor lists, or the existence or nature of any of the Company's employees agreements; provided, however, that Employee shall be entitled to engage disclose such information: (i) to the extent the same shall have otherwise become publicly available (unless made publicly available by Employee); or (ii) during the course of or in connection with any activity whichlitigation, were it done by arbitration, or other proceeding based upon or in connection with the Employee, would violate any provision subject matter of this Agreement. Section 8.3 Employee acknowledges that a breach or violation of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or covenants contained in Section 8.2 will cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory severe and irreparable harm to the Company and its counsel) from that recovery by the Employee Company of monetary damages will not constitute an adequate remedy. Accordingly, in the event of any breach or violation of such covenants by Employee, and from with the Employee's prospective employer(s)Company not having an adequate remedy at law, partner(s) the Company will have the right to have Section 8.2 of this Agreement specifically enforced by any court having equity jurisdiction, without requirement of bond or company showing of actual damages, provided that nothing contained herein shall limit or restrict any other rights or remedies that the integrity Company may have. Each of the rights and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction remedies of the Company and its counsel enumerated in this Section shall be upon independent of the Employee other, and his prospective employer(s)shall be in addition to, partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only and not in lieu of, any other rights and remedies available to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope under law or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeequity. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. (a) For The EMPLOYEE further covenants and agrees that he will not, during the term of this employment nor for a period of twelve two (122) years immediately following the termination of this employment (regardless of whether said termination is voluntary or involuntary) engage in the business of, or be employed by a business entity in competition with the primary business of the EMPLOYER. For purposes of this Agreements the primary business of the EMPLOYER is the management of health care facilities. This restrictive covenant shall apply in a geographic area within twenty-five (25) miles of each city or cities in which the EMPLOYER does business or has done business during the term of this Agreement. This restrictive covenant is applicable to employment or service directly or indirectly by the EMPLOYEE through consultation, advice or other indirect methods of competition. The EMPLOYEE is further restricted upon termination of this employment from the employment of, or offer of, employment to any other employees of the Corporation or from engaging in business, in partnership or joint ownership, of another business entity with any other employee of the Corporation for a period of six (6) months after the expiration termination either voluntarily or termination involuntarily of this Agreement for any reason whatsoeverEmployment Agreement. The EMPLOYEE agrees that during the course of his employment, he will acquire information and knowledge respecting the confidential affairs of the EMPLOYER in various phases of its business. Accordingly, the Employee EMPLOYEE agrees that he shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court use for himself or disclose to any other trier person not employed by the Corporation, any such knowledge or information heretofore acquired or acquired during the term of fact may modify this Agreement. He further agrees that all memorandums, notes, records, papers and enforce the covenant other documents and all copies thereof relating to the extent Corporation's operation or business, some of which may be prepared by him, and all other objects associated therewith and in any way obtained by him, shall be the Corporation's property. This shall include, but is not limited to, documents and objects, concerning any process, system, approach, technique, consultation or advice to clients, business techniques and other trade secrets. At the conclusion of this Agreement, whether voluntarily or involuntarily, the EMPLOYEE shall deliver all such documents and objects that it finds may be in his possession to the covenant to be reasonable under the circumstances existing Corporation, at the time. (d) The Employee further acknowledges that: (1) in the event Corporation's request, together with his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination written certification of the Employee's employment with the Companycompliance. The Employee acknowledges parties further agree that a remedy at law for any breach or threatened breach by should the Employee EMPLOYEE violate the terms of this Section 8 would be inadequaterestrictive covenant, and the Employee therefore agrees that the Company EMPLOYER shall be entitled to not only monetary damages as may be assessed by a Court of competent jurisdiction, but in addition, extraordinary injunctive relief in case to prohibit perpetually violation of any such breach or threatened breachthese restrictive covenants.

Restrictive Covenants. (a) For Employee’s eligibility to receive the Bonus Amounts and the Company’s obligation to remit or convey the Bonus Amounts are expressly conditioned on Employee’s consent to be bound by, and compliance with, the restrictions and covenants set forth in this Section 13. (b) During the term of Employee’s employment with the Company or an Affiliate and for a period of six (6) months following the date of a termination of employment with the Company and its Affiliates (the “Termination”) for any reason (the “Restricted Period”), Employee will not, whether on Employee’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (i) with whom Employee had personal contact or dealings on behalf of the Company during the one year period preceding the Termination; (ii) with whom employees reporting to Employee have had personal contact or dealings on behalf of the Company during the one year period immediately preceding the Termination; or (iii) for whom Employee had direct or indirect responsibility during the one year period immediately preceding the Termination. TRANSITION AGREEMENT AND RELEASE – XXXXXX X. XXXXX (c) During the Restricted Period, Employee will not directly or indirectly: (i) engage in any business that materially competes with any business of the Company or its Affiliates (including, without limitation, businesses which the Company or its Affiliates have specific plans to conduct within twelve (12) months after from the expiration effective date of the Termination and as to which Employee is personally aware of such planning) in any geographical area that is within 100 miles of any geographical area where the Company or termination its Affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services and over which Employee had substantive responsibilities (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships between the Company or any of its Affiliates and customers, clients, suppliers, partners, members or investors of the Company or its Affiliates. (d) Notwithstanding anything to the contrary in this Agreement for Section 13, Employee may, directly or indirectly, own, solely as an investment, securities of any reason whatsoeverPerson engaged in the business of the Company or its Affiliates that is publicly traded on a national stock exchange or on the over-the-counter market if Employee (i) is not a controlling person of, the Employee shall or a member of a group which controls, such person or (ii) does not, directly or indirectly, engage own 5% or more of any class of securities of such Person. (e) During the Restricted Period, Employee will not, whether on Employee’s own behalf or on behalf of or in activities forconjunction with any Person, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business indirectly: (i) solicit or encourage any employee of the Company or its Affiliates to leave the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions employment of the Company, whether now existing Company or hereafter established, nor shall its Affiliates; or (ii) hire any such employee who was employed by the Employee entice, induce Company or encourage any its affiliates as of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision date of the this sectionTermination or who left the employment of the Company or its affiliates coincident with, or within six (6) months prior to or after, Employee’s Termination. (bf) For a period of twelve (12) months after During the expiration or termination of this Agreement for any reason whatsoeverRestricted Period, the Employee shall will not, directly or indirectly, solicit the Company's employees or independent contractors encourage to leave their employ or terminate their contracts cease to work with the Company. Further, the Employee shall not offer Company or cause to be offered employment or an independent contract to its Affiliates any person who was employed by or consultant then under contract with the Business Company or its Affiliates. (g) If a final judicial determination is made by a court of competent jurisdiction that the Company at time or territory or any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the other restriction contained in this Section 13 is an unenforceable restriction against Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will 13 shall not in any way be jeopardized or violated by rendered void but shall be deemed amended to apply as to such activities, provided the burden of so establishing the foregoing maximum time and territory and to the satisfaction such maximum extent as such court may judicially determine to be enforceable. TRANSITION AGREEMENT AND RELEASE – XXXXXX X. XXXXX (h) Employee agrees and acknowledges that his fulfillment of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent obligations contained in this Section 13 are necessary to protect the Company from unfair competitionCompany’s value and goodwill. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) the time, geography and scope limitations of his obligations not to compete and not to interfere pursuant to this Section 13 are reasonable, especially in light of the event his contract Company’s desire to protect its Proprietary Information, and that Employee will not be precluded from gainful employment if Employee is obligated not to compete or interfere with the Company terminates for any reason, he will be able pursuant to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee terms of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach13.

Restrictive Covenants. (a) For If, as of immediately prior to the Effective Date, the Executive is a party to an IPPA, the restrictive covenants set forth in the IPPA and the enforcement provisions thereof shall continue in full force and effect as if set forth herein in their entirety and Section 9(b) shall be inapplicable to the Executive; provided, however, that, notwithstanding anything to the contrary contained herein or in the IPPA, following the Effective Date, (1) the Non-Competition Period and the period of twelve application of the No Solicitation of Capital One Confidential 15 Employees covenant under the IPPA shall be limited to one year from the Executive’s Date of Termination (12or such shorter period as shall apply consistent with the Company’s ability to waive the non-competition covenant pursuant to the IPPA), (2) months after the expiration Executive shall not be entitled to receive any payments or benefits under the IPPA upon a termination of this Agreement employment for any reason whatsoeverreason, and (3) in no event shall an asserted violation of the Employee shall not, directly IPPA constitute a basis for deferring or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered withholding any amounts otherwise payable to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the Executive under this sectionAgreement. (b) For a period If the Executive is not party to an IPPA as of twelve (12) months after immediately prior to the expiration or termination of this Agreement for any reason whatsoeverEffective Date, following the Effective Date, the Employee Executive shall not, directly or indirectly, solicit hold in a fiduciary capacity for the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business benefit of the Company at any time all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the twelve Executive’s employment by the Company or the Affiliated Companies and which information, knowledge or data shall not be or become public knowledge (12) months prior to other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of his the Executive’s employment with the Company. Upon , the Employee's Executive shall not, without the prior written request to consent of the Company specifying the activities proposed or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to anyone other than the Company and its counsel) from those persons designated by the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions Company. In no event shall an asserted violation of this Section will not in 9(b) constitute a basis for deferring or withholding any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing amounts otherwise payable to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties Executive under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breachAgreement.

Restrictive Covenants. (a) For a period Section 8.1 Employee shall devote all or substantially all of twelve (12) months after his/her entire productive time, ability and attention to the expiration business of the Company during the Term. Employee shall not engage in any other business duties or termination of this Agreement for any reason pursuits whatsoever, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes render any services of a business, commercial, or professional nature to any other person or organization, including, but not limited to, providing services to any business that is in competition with the Business of the Company or similar in nature to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing for compensation or hereafter establishedotherwise, nor without the prior written consent of the Company's Board of Directors. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of the Agreement, if those activities do not materially interfere with the services required under this Agreement, and shall not require the prior written consent of the Company's Board of Directors. Notwithstanding anything herein contained to the contrary, this Agreement shall not be construed to prohibit Employee enticefrom making passive personal investments or conducting private business affairs if those activities do not materially interfere with the services required hereunder. Section 8.2 During the Term and following termination of this Agreement, induce Employee agrees that, without the Company's prior written consent, he will not disclose to any person, firm, association, partnership, entity or encourage corporation, any information concerning: (a) the business operations or internal structure of the Company; (b) the customers of the Company; (c) the financial condition of the Company; and (d) other confidential information pertaining to the Company, including without limitation, trade secrets, technical data, marketing analyses and studies, operating procedures, customer and/or inventor lists, or the existence or nature of any of the Company's employees agreements; provided, however, that Employee shall be entitled to engage disclose such information: (i) to the extent the same shall have otherwise become publicly available (unless made publicly available by Employee); or (ii) during the course of or in connection with any activity whichlitigation, were it done by arbitration, or other proceeding based upon or in connection with the Employee, would violate any provision subject matter of this Agreement. Section 8.3 Employee acknowledges that a breach or violation of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or covenants contained in Section 8.2 will cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory severe and irreparable harm to the Company and its counsel) from that recovery by the Employee Company of monetary damages will not constitute an adequate remedy. Accordingly, in the event of any breach or violation of such covenants by Employee, and from with the Employee's prospective employer(s)Company not having an adequate remedy at law, partner(s) the Company will have the right to have Section 8.2 of this Agreement specifically enforced by any court having equity jurisdiction, without requirement of bond or company showing of actual damages, provided that nothing contained herein shall limit or restrict any other rights or remedies that the integrity Company may have. Each of the rights and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction remedies of the Company and its counsel enumerated in this Section shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability independent of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequateother, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.addition

Restrictive Covenants. Employee acknowledges and agrees that, because of his employment he has access to confidential or proprietary information concerning vendors, suppliers and customers of the Company and has established relationships with such vendors, suppliers and customers. In exchange for valuable consideration to be given by the Company to Employee, as provided herein, Employee agrees to the following provisions: (a) For Employee agrees that during the term of his employment and for a period of twelve one (121) months after year thereafter, if the expiration Employee leaves voluntarily or termination of this Agreement Employee is terminated for any reason whatsoever, the "good cause," Employee shall not, directly or indirectly, engage either individually, in activities forpartnership, nor render services (similar jointly, or reasonably related to those in which the Employee shall have rendered to the Company) toconjunction with, or on behalf of, any person, entity, firm, business organization which directly partnership, corporation, or indirectly competes unincorporated association or entity of any kind, solicit or contact, for the purpose of providing products or services the same as or substantially similar to those provided by the Company, any person or entity that, during the term of Employee's employment with the Business Company, was a customer of the Company to with whom Employee had contact during the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of last twelve (12) months after of his employment, or was a prospective customer of the expiration Company with whom Employee had contact during the last twelve (12) months of his employment; (b) Employee agrees that during the term of his employment and for a period of one (1) year thereafter, if the Employee leaves voluntarily or termination of this Agreement Employee is terminated for any reason whatsoever, the "good cause," Employee shall not, directly or indirectly, solicit the Company's employees either individually, in partnership, jointly, or independent contractors in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind, hire or solicit, or attempt to leave their employ hire or terminate their contracts with the Company. Furthersolicit, the Employee shall not offer or cause to be offered for employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months up to 90 days prior to the date of termination of this Agreement, or persuade or attempt to persuade any such person to terminate or modify his or her employment relationship, whether or not pursuant to a written agreement, with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company.; and (c) The parties acknowledge Employee agrees that they have attempted to limit during the Employee's right to compete only term of his employment, he shall not, directly or indirectly, either individually, in partnership, jointly, or in conjunction with, or on behalf of, any person, firm, partnership, corporation, or unincorporated association or entity of any kind (i) provide operational or management services to the extent following competitors of the Company: Xxxxxx Micro, Inc., Tech Data Corp., CHS Electronics, Inc., Microage, Inc., ASI Corp. or Supercom, Inc., or any of their respective affiliates, which purchase, market and sell computer products, cellular telephones and related products; or (ii) otherwise obtain any interest in (except as a stockholder holding less than two percent (2%) interest in a corporation which is traded on a national exchange or over-the-counter), or perform services for, or otherwise participate in the ownership, management, or control of, the companies listed above. Employee acknowledges that the time restrictions and scope included in this Section 9 are as narrow as possible and cannot be reduced and still adequately protect the Company's business interests. Employee acknowledges that the scope of this Section 9 is reasonable and necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeCompany's legitimate business interests. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case of any such breach or threatened breach.

Restrictive Covenants. In consideration of good and valuable --------------------- consideration, receipt of which is hereby acknowledged by Employee, and the mutual promises herein set forth, Employee expressly covenants and agrees as follows: (a) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall notnot at any time divulge to persons who are not employees of Employer, directly or indirectly, engage any confidential information obtained by Employee in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered course of employment by Employer relating to the Company) toBusiness, any personwork products, entity, firm, business organization which directly financial or indirectly competes with the Business marketing plans or personnel of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this sectionEmployer. (b) For a period of twelve (12) months after In the expiration or event Employee's employment hereunder is terminated, on the termination of this Agreement Employee's services for any reason whatsoeverEmployer, the Employee shall notimmediately return to Employer all property in Employee's possession belonging to Employer. Employee acknowledges that all books, directly or indirectlyfinancial materials, solicit manuals, records, client's lists and other papers relating to the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. FurtherBusiness, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the in Employee's written request to possession, are the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt property of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyEmployer. (c) The parties acknowledge that they have attempted to limit During the term of Employee's right employment hereunder and, for a term of one and one-half (1-1/2) years thereafter, Employee shall not directly or indirectly, either on behalf of Employee or on the behalf of any business venture, non- profit organization, or any other entity, as an employee, agent, consultant, partner, principal, stockholder, officer or otherwise, without the prior written permission of Employer: (i) own or manage or work for a company, individual, or corporation which competes with Employer; or (ii) recruit any employee or contractor of Employer or induce or attempt to compete only induce any Employee or contractor of Employer to leave the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope employ of or enforceability of the restrictive covenant is in any way disputed at any time, terminate a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timerelationship with Employer. (d) The period of time during hich Employee further acknowledges that: (1) is prohibited from engaging in certain activities pursuant to the event his contract with the Company terminates for any reason, he will terms of this Paragraph 11 shall be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention extended by the Companylength of time during which Employee is in breach of the terms of this Paragraph 11. (e) The Employee's duties under If Employee shall engage in the practices set forth in Paragraph 11(c) above within the time limited therein, or in violation of the provisions of this Section 8 shall survive Paragraph 11, termination of the Employee's employment with shall be considered a termination for cause which will result in great damage and loss to Employer. As liquidated damages for loss suffered by Employer and not as punitive damages, if Employee shall have violated the Company. provisions hereof, Employee shall pay to Employer the amount of the average of Employee's last three (3) years salary, in addition to any other remedies available to Employer hereunder by law, made and provided. (f) The provisions of this Paragraph 11 shall be regarded as divisible and shall be operative both as to time and area covered only to the extent that they are legally enforceable, and if any of the provisions of this Paragraph 11 or any part hereof are determined invalid or unenforceable, the ability and enforceability of the remainder of this Paragraph 11 and of the other terms and conditions of this Agreement shall not in any way be affected thereby. (g) Employee acknowledges that (i) the covenants contained in this Paragraph 11 are a remedy at law for any breach or threatened breach by material factor in inducing Employer to enter into this Employment Agreement; (ii) that Employee's services under this Agreement are unique and extraordinary; and (iii) that Employee has and will have access to secret and confidential information of the Employer. Without intending to limit the remedies available to Employer if Employee violates the terms of this Section 8 would be inadequateParagraph 11, and the Employee therefore agrees that the Company Employer shall be entitled to injunctive relief in case of any such to restrain the breach or threatened breach or otherwise to specifically enforce any of the covenants of this Paragraph, in addition to such other remedies and relief which, in the event of such breach, may be available to it.

Restrictive Covenants. (a) For During the term of this Agreement and for a period of twelve one (121) months year after the expiration or termination of Executive’s employment with the Corporation pursuant to the terms of this Agreement Agreement, regardless of the reason for any reason whatsoeversuch termination, the Employee shall Executive will not, directly or indirectly, engage in activities for, nor render services (similar individually or reasonably related to those in which the Employee shall have rendered to the Company) as a consultant to, or as an officer, director, employee, equity owner or agent of, or otherwise participate in the ownership or operation of any personbusiness providing similar products and services as the Corporation in the geographical areas served by the Corporation and its subsidiaries at the time of such termination, entity, firm, business organization which directly or indirectly competes with but nothing contained herein shall be deemed to prohibit the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage Executive from investing in any activity whichcompany engaged in such business, were it done by the Employee, would violate any provision stock of the this sectionwhich is available in a public securities market. (b) For During the term of this Agreement and for a period of twelve one (121) months year after the expiration or termination of this Agreement such employment, regardless of the reason for any reason whatsoeversuch termination, the Employee shall Executive will not, directly or indirectly, solicit or endeavor to entice away from the Company's employees Corporation or independent contractors to leave their employ from any of its subsidiaries, or terminate their contracts otherwise materially interfere with the Company. Furtherbusiness relationship of the Corporation or any of its subsidiaries with, the Employee shall not offer or cause to be offered employment or an independent contract to (i) any person who was is employed by or under contract associated with the Business Corporation any of the Company at its subsidiaries; or (ii) any time during the twelve person or entity who is, or was within a one (121) months prior year period immediately preceding termination, a customer or client of, supplier to the termination of his employment or other party having material business relations with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in Corporation or any of its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companysubsidiaries. (c) The parties acknowledge Executive acknowledges that they have attempted to limit a breach of any of the Employee's right to compete only covenants contained in this Section 7 would result in irreparable injury to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree Corporation for which there may be no adequate remedy at law and that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the time. (d) The Employee further acknowledges that: (1) in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach an actual or threatened breach by the Employee Executive of the provisions of this Section 8 would be inadequate7, and the Employee therefore agrees that the Company Corporation shall be entitled to pursue and obtain injunctive relief in case of restraining the Executive from doing any act prohibited hereunder. Nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any monetary damages to which it would be entitled under the law. In the event that any provision of this Section 7 is held to be unenforceable as a result of it being too broad, either in terms of time or geographical extent, the Executive agrees that the court can adapt and limit this Section 7 so as to make the provisions hereof enforceable to the fullest extent permissible.

Restrictive Covenants. (a) For a period of twelve (12) months after The Employee acknowledges that the expiration or termination of this Agreement for any reason whatsoever, covenants herein are necessary to protect the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business goodwill and other value of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions in view of the Company, whether now existing or hereafter established, nor shall unique and essential nature of the services the Employee enticeis to perform hereunder, induce or encourage any of the Company's employees to engage in any activity which, were it done by irreparable injury that would befall the Employee, would violate any provision of Company should the this sectionEmployee breach such covenants. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the The Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon further acknowledges that the Employee's written request to the Company specifying the activities proposed services to be conducted by the Employeeprovided hereunder are of a special, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company unique and its counsel) from the Employee extraordinary character and from that the Employee's prospective employer(s), partner(s) or company that position with the integrity Company will place the Employee in a position of confidence and provisions of this Section will not in any way be jeopardized or violated by such activities, provided trust with the burden of so establishing the foregoing to the satisfaction customers and employees of the Company and its counsel shall be upon allow the Employee and his prospective employer(saccess to Confidential Information (as defined below), partner(s) or company. (c) The parties acknowledge Employee further acknowledges that they have attempted to limit the Employee's right to compete only to type and periods of restrictions imposed by the extent necessary to protect covenants in this Section 5 are fair and reasonable and that such restrictions will not prevent the Company Employee from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, earning a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timelivelihood. (d) The Employee further acknowledges that: that (1i) the Company is engaged in the event his contract with business of developing, owning, acquiring and operating assisted living facilities and specialty care facilities for the treatment of individuals suffering from Alzheimer's disease; (ii) the Company terminates for any reason, he will be able to earn a livelihood without violating conducts its business activity in and throughout the foregoing restrictionsArea (as defined below); and (2iii) that his ability Competing Businesses (as defined below) are engaged in businesses like and similar to earn a livelihood without violating such restrictions is a material condition to his retention by the business of the Company. (e) The Having acknowledged the foregoing, the Employee covenants and agrees with the Company that the Employee will not, directly or indirectly: (i) while in the Company's employ and after the termination of the Employee's employment for any reason whatsoever (whether voluntarily or involuntarily), disclose, use or otherwise exploit, except as may be necessary in the performance of the Employee's duties under this Section 8 shall survive termination hereunder, any Confidential Information disclosed to the Employee or of which the Employee became aware by reason of the Employee's employment with the Company. The Employee acknowledges that a remedy at law ; (ii) while in the Company's employ and through the period ending eighteen (18) months after the termination of the Employee's employment for any breach reason whatsoever (whether voluntarily or threatened breach involuntarily), employ or attempt to employ or assist anyone else in employing in any Competing Business in the Area any managerial or executive employee of the Company (whether or not such employment is full time or is pursuant to a written contract with the Company); and (iii) while in the Company's employ and through the period ending twelve (12) months after the termination of the Employee's employment (whether voluntarily or involuntarily) for any reason whatsoever, except for (x) termination by the Company without cause or (y) termination by the Employee for "good reason" or (z) expiration of this the Initial Term without renewal pursuant to Section 8 would 3.1 hereof by virtue of notice of nonrenewal given by the Company to the Employee pursuant to Section 3.1 hereof, engage in or render any services to or be inadequateemployed by any Competing Business in the Area in the capacity of officer, managerial or executive employee, director, management or strategic consultant or shareholder (other than as the owner of less than one (l%) percent of the shares of a publicly-owned corporation whose shares are traded on a national securities exchange or on the NASDAQ National Market System). (f) The Employee agrees that upon the termination of the Employee's employment for any reason whatsoever (whether voluntarily or involuntarily), the Employee will not take or retain without written authorization, and the Employee therefore agrees that will promptly deliver to the Company, originals and all copies of all papers, files or other documents containing any Confidential Information and all other property belonging to the Company shall be entitled to injunctive relief and in case the Employee's possession or under the Employee's control. (g) For purposes of this Section 5, the term (i) "Area" means a twenty-five (25) mile radius of any congregate living community or assisted living or specialty care facility owned, managed or operated by the Company at the time the Employee's employment hereunder is terminated; (ii) "Competing Business" means the business of developing, owning, acquiring or operating assisted living facilities, specialty assisted care facilities for the treatment of individuals suffering from Alzheimer's disease or congregate living communities; and (iii) "Confidential Information" means any and all data, knowledge and information relating to the business of the Company (whether or not constituting a trade secret) that is, has been or will be obtained by or disclosed to the Employee or of which the Employee became or becomes aware as a consequence of or through the Employee's relationship with the Company and that has value to the Company and is not generally known by its competitors, provided, however, that no information will be deemed confidential unless it is known to the Employee to be confidential information or has been reduced to writing and marked clearly and conspicuously as confidential information. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such breach public disclosure has been made without authorization by the Company), or threatened breachthat has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. Confidential Information includes, but is not limited to, information relating to the Company's financial affairs, processes, services, customers, executive officers or employees compensation, research, development, purchasing, accounting or marketing.

Restrictive Covenants. 6.1 The services of the Employee are unique and extraordinary and essential to the business of the Company, especially since the Employee shall have access to the Company's customer lists, trade secrets and other privileged and confidential information essential to the Company's business. Therefore, the Employee agrees that, if the term of his employment hereunder shall expire or his employment shall at any time terminate for any reason whatsoever, with or without cause, the Employee will not at any time prior to the second annual anniversary of the Expiration Date (the "Restrictive Covenant Period"), without the prior written consent of the Company, directly or indirectly, anywhere within five (5) miles of the location of any office of the Company or any franchisee thereof at the date of expiration or termination, whether individually or as a principal, officer, employee, partner, member, manager, director, agent of, or consultant or independent contractor to, any entity, (i) engage or participate in a business which, as of such expiration or termination date, is similar to or competitive with, directly or indirectly, that of the Company and shall not make any investments in any such similar or competitive entity, except that the foregoing shall not restrict the Employee from operating the Employee Stores or acquiring up to one percent (1%) of the outstanding voting stock of any entity whose securities are listed on a stock exchange or Nasdaq; (ii) cause or seek to persuade any director, officer, employee, customer, client, account, agent or supplier of, or consultant or independent contractor to, the Company, or others with whom the Company has a business relationship (collectively "Business Associates"), to discontinue or materially modify the status, employment or relationship of such person or entity with the Company, or to become employed in any activity similar to or competitive with the activities of the Company; provided, however, that the Company agrees that the Employee may employ Paula Xxxxx xxx Xim Brxxxxx xx xxnnection with the operation of the Employee Stores; (iii) cause or seek to persuade any prospective customer, client, account or other Business Associate of the Company (which at or about the date of cessation of the Employee's employment with the Company was then actively being solicited by the Company) to determine not to enter into a business relationship with the Company or to materially modify its contemplated business relationship; (iv) hire, retain or associate in a business relationship with, directly or indirectly, any director, officer or employee of the Company; or (v) solicit or cause or authorize to be solicited, or accept, for or on behalf of him or any third party, any business from, or the entering into of a business relationship with, (a) For others who are, or were within one (l) year prior to the cessation of his employment with the Company, a period customer, client, account or other Business Associate of twelve the Company, or (12b) months any prospective customer, client, account or other Business Associate of the Company which at or about the date of such cessation was then actively being solicited by the Company. The foregoing restrictions set forth in this Paragraph 6.1 shall apply likewise during the Term. 6.2 The Employee agrees to disclose promptly in writing to the Board of Directors of Group all ideas, processes, methods, devices, business concepts, inventions, improvements, discoveries, know-how and other creative achievements (hereinafter referred to collectively as "discoveries"), whether or not the same or any part thereof is capable of being patented, trademarked, copyrighted, or otherwise protected, which the Employee, while employed by the Company, conceives, makes, develops, acquires or reduces to practice, whether acting alone or with others and whether during or after usual working hours, and which are related to the Company's business or interests, or are used or usable by the Company, or arise out of or in connection with the duties performed by the Employee. The Employee hereby transfers and assigns to the Company all right, title and interest in and to such discoveries (whether conceived, made, developed, acquired or reduced to practice on or prior to the date hereof or hereafter during his employment with the Company), including any and all domestic and foreign copyrights and patent and trademark rights therein and any renewals thereof. On request of the Company, the Employee will, without any additional compensation, from time to time during, and after the expiration or termination of, the Term, execute such further instruments (including, without limitation, applications for copyrights, patents, trademarks and assignments thereof) and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its right in respect of such discoveries. All expenses of filing or prosecuting any patent, trademark or copyright application shall be borne by the Company, but the Employee shall cooperate in filing and/or prosecuting any such application. (a) The Employee represents that he has been informed that it is the policy of the Company to maintain as secret all confidential information relating to the Company, including, without limitation, any and all knowledge or information with respect to secret or confidential methods, processes, plans, materials, customer lists or data, or with respect to any other confidential or secret aspect of the Company's activities, and further acknowledges that such confidential information is of great value to the Company. The Employee recognizes that, by reason of his employment with the Company, he will acquire confidential information as aforesaid. The Employee confirms that it is reasonably necessary to protect the Company's goodwill, and, accordingly, hereby agrees that he will not, directly or indirectly (except where authorized by the Board of Directors of the Company), at any time during the term of this Agreement or thereafter divulge to any person, firm or other entity, or use, or cause or authorize any person, firm or other entity to use, any such confidential information. (b) The Employee agrees that he will not, at any time, remove from the Company's premises any drawings, notebooks, software, data or other confidential information relating to the business and procedures heretofore or hereafter acquired, developed and/or used by the Company, except where necessary in the fulfillment of his duties hereunder. (c) The Employee agrees that, upon the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, engage in activities for, nor render services (similar or reasonably related to those in which the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this section. (b) For a period of twelve (12) months after the expiration or termination of this Agreement for any reason whatsoever, the Employee shall not, directly or indirectly, solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to any person who was employed by or under contract with the Business of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request Company for any reason whatsoever, he shall promptly deliver to the Company specifying any and all drawings, notebooks, software, data and other documents and material, including all copies thereof, in his possession or under his control relating to any confidential information or discoveries, or which is otherwise the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction property of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or company. (c) The parties acknowledge that they have attempted to limit the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope or enforceability of the restrictive covenant is in any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timeCompany. (d) The For purposes hereof, the term "confidential information" shall mean all information given to the Employee, directly or indirectly, by the Company and all other information relating to the Company otherwise acquired by the Employee further acknowledges that: (1) in during the event course of his contract employment with the Company terminates for any reason(whether on or prior to the date hereof or hereafter), he will be able to earn a livelihood without violating other than information which (i) was in the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by public domain at the Company. (e) The Employee's duties under this Section 8 shall survive termination of time furnished to, or acquired by, the Employee's employment with , or (ii) thereafter enters the Company. The Employee acknowledges that a remedy at law for any breach public domain other than through disclosure, directly or threatened breach indirectly, by the Employee or others in violation of this Section 8 would be inadequate, and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case an agreement of any such breach confidentiality or threatened breachnondisclosure.

Restrictive Covenants. (a) For Seller agree not to, without the prior written consent of Buyer, which consent may be withheld for any or no reason, for a period of twelve (12) months after 3 years following the expiration or termination of this Agreement for any reason whatsoever, the Employee shall notClosing, directly or indirectly, engage own, manage, operate, control, be employed by, participate in, render services to, make loans to, or be connected in activities any manner with the ownership, management, operation, or control of any business operating a website which is competitive with the Website. In the event of any actual or threatened breach of the provisions of this Section, Buyer shall be entitled to an injunction restraining the actual or threatened breach. The parties further agree that should there be a violation of the provisions of this Section, the violating party shall be liable to Buyer for, nor render services in addition to amounts pursuant to other remedies available against that party, two (similar or reasonably related to those in which 2) times the Employee shall have rendered to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business greater of the Company to amount of profit earned by the extent and insofar violating party as such competition is based on or exploits the Confidential Information or Inventions a result of the Companyviolation and the amount of profit which would have been earned by Buyer from the activities causing the violation had Buyer conducted said activities, whether now existing or hereafter established, nor shall plus interest on said greater amount calculated at eighteen percent (18%) per annum from the Employee entice, induce or encourage any date of the Companyviolating activities until paid, as liquidated damages for only Buyer's employees to engage loss of potential profits. Nothing in this paragraph shall be construed as prohibiting Buyer from pursuing any activity whichother available remedies for such breach or threatened breach, were it done by the Employee, would violate any provision of the this sectionincluding pursuing a recovery for damages. (b) For a period of twelve Seller shall not, at any time within two (122) months years after the expiration or termination Closing, without the prior written consent of this Agreement Buyer, which consent may be withheld for any reason whatsoever, the Employee shall notor no reason, directly or indirectlyindirectly induce, encourage or solicit the Company's employees or independent contractors to leave their employ or terminate their contracts with the Company. Further, the Employee shall not offer or cause to be offered employment or an independent contract to assist any person who was or is employed (whether as an employee or as an independent contractor) by the Seller to work on creation or under contract with the Business maintenance of the Company at any time Website during the twelve (12) months prior two years preceding the Closing, to leave the termination employ of his employment with Buyer, if Buyer hires said person after the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyClosing. (c) The parties acknowledge and agree that they have attempted to limit the Employee's right to compete only restrictions contained herein, including but not limited to the time period and geographical area restrictions, are fair and reasonable and necessary for the successful operation of the Website, that violation of any of them would cause irreparable injury, and that the restrictions contained herein are not unreasonably restrictive of any party's ability to earn a living. If the scope of any restriction in this Section is too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall be enforced to the maximum extent necessary permitted by law, and all parties hereto consent and agree that such scope shall be modified judicially or by arbitration in any proceeding brought to protect enforce such restriction. The parties hereto acknowledge and agree that remedies at law for any breach or violation of the Company from unfair competition. Howeverprovisions of this Section would alone be inadequate, and agree and consent that temporary and permanent injunctive relief may be granted in connection with such violations, without the necessity of proof of actual damage, and such remedies shall be in addition to other remedies and rights the parties hereby may have at law or in equity. The parties agree that, if the scope that no party shall be required to give notice or enforceability of the restrictive covenant is post any bond in connection with applying for or obtaining any way disputed at any time, a court or other trier of fact may modify and enforce the covenant to the extent that it finds the covenant to be reasonable under the circumstances existing at the timesuch injunctive relief. (d) The Employee further acknowledges that: (1) parties acknowledge and agree that the covenants in the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; and (2) that his ability to earn a livelihood without violating such restrictions is a material condition to his retention by the Company. (e) The Employee's duties under this Section 8 shall survive termination be construed as an agreement independent of the Employee's employment with the Company. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee other provision of this Section 8 would be inadequateAgreement, and the Employee therefore agrees so that the Company shall be entitled to injunctive relief in case existence of any such breach claim or threatened breachcause of action by Seller against Buyer, whether predicated on this Section or otherwise, shall not constitute a defense to the enforcement of this Section.

Restrictive Covenants. (a) For a period Seller covenants that, commencing on the Closing Date and ending on the second anniversary of twelve (12) months after the expiration or termination of this the Supply Agreement for any reason whatsoeverin accordance with its terms (the “Noncompetition Period”), the Employee Seller shall not, and it shall cause its Affiliates not to, directly or indirectly, in any capacity, engage in activities foror have any direct or indirect ownership interest in, nor render or permit Seller’s or any such Affiliate’s name to be used in connection with, any business anywhere outside of the United States of America, its possessions and territories, which is engaged, either directly or indirectly, in the business of designing, developing, manufacturing, marketing or selling any products or equipment or providing any services which are competitive with products or equipment designed, manufactured, marketed, sold or under development by, or services provided by, the Business; provided, however, that notwithstanding the preceding restrictions, Seller and its Affiliates shall be permitted to apply for and otherwise seek product registrations, provided that no products resulting from such product registrations may be sold during the Noncompetition Period; and provided further that the preceding restrictions shall not apply with respect to products developed or commercialized by any future acquirer of Seller (similar other than products developed or reasonably related to those in which commercialized by any members of the Employee shall have rendered Seller Group prior to the Company) to, any person, entity, firm, business organization which directly or indirectly competes with the Business of the Company to the extent and insofar as such competition is based on or exploits the Confidential Information or Inventions of the Company, whether now existing or hereafter established, nor shall the Employee entice, induce or encourage any of the Company's employees to engage in any activity which, were it done by the Employee, would violate any provision of the this sectionClosing Date). (b) For a period of twelve (12) months after Seller covenants that during the expiration or termination of this Agreement for any reason whatsoeverNoncompetition Period, the Employee Seller shall not, and it shall cause its Affiliates not to, directly or indirectly, solicit (i) induce or encourage any current client, customer, supplier, distributor, agent or licensor of the Company's employees Business, or independent contractors any former client, customer, supplier, distributor, agent or licensor of the Business as operated by the Seller Group during the 12-month period prior to leave their employ the Closing Date (provided that any client, customer, supplier, distributor, agent or terminate their contracts with licensor of the Company. Further, Business on the Employee shall not offer or cause date of this Agreement is presumed to be offered employment a current client, customer, supplier, distributor, agent or an independent contract licensor, respectively, of the Business immediately following the Closing), to terminate any person who was employed by or under contract such relationship with the Business or (ii) solicit, for themselves or any Person (other than Buyer or any of its Affiliates), any business or business relationship with any distributor or agent of the Company at any time during the twelve (12) months prior to the termination of his employment with the Company. Upon the Employee's written request to the Company specifying the activities proposed to be conducted by the Employee, the Company may in its discretion give the Employee written approval(s) to personally engage in any activity or render services referred to in Subsection (a) upon receipt of written assurances (satisfactory to the Company and its counsel) from the Employee and from the Employee's prospective employer(s), partner(s) or company that the integrity and provisions of this Section will not in any way be jeopardized or violated by such activities, provided the burden of so establishing the foregoing to the satisfaction of the Company and its counsel shall be upon the Employee and his prospective employer(s), partner(s) or companyBusiness. (c) The parties acknowledge Seller covenants that they have attempted during the Noncompetition Period, Seller shall not, and it shall cause its Affiliates not to, solicit the employment or engagement of services of any person who is offered or accepts employment by Buyer pursuant to limit Section 7.2 or is or was employed as an employee, consultant or contractor in the Employee's right to compete only to the extent necessary to protect the Company from unfair competition. However, the parties hereby agree that, if the scope Business or enforceability a distributor or agent of the restrictive covenant Business during the Noncompetition Period on a full- or part-time basis, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, however, that nothing in this Section 6.8(c) shall prevent Seller or any way disputed at of its Affiliates from hiring (i) any timeemployee whose employment has been terminated by Buyer, a court (ii) after 90 days from the date of termination of employment, any employee whose employment has been terminated by the employee or other trier (iii) after 30 days from the date that such person has declined an offer of fact may modify and enforce employment from the covenant to Buyer, any such person who declines an offer of employment from the extent that it finds the covenant to be reasonable under the circumstances existing at the timeBuyer. (d) The Employee further Seller acknowledges that: (1) that the restrictions contained in this Section 6.8 are reasonable and necessary to protect the event his contract with the Company terminates for any reason, he will be able to earn a livelihood without violating the foregoing restrictions; legitimate interests of Buyer and (2) that his ability to earn a livelihood without violating such restrictions is constitute a material condition inducement to his retention Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. Seller acknowledges that any violation of this Section 6.8 will result in irreparable injury to Buyer and agrees that Buyer shall be entitled to preliminary and permanent injunctive relief, without the Companynecessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Section 6.8, which rights shall be cumulative and in addition to any other rights or remedies to which Buyer may be entitled. Without limiting the generality of the foregoing, the Noncompetition Period shall be extended for an additional period equal to any period during which Seller or any Affiliate is in breach of its obligations under this Section 6.8. (e) The Employee's duties under In the event that any covenant contained in this Section 8 6.8 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall survive termination of be deemed reformed, in such jurisdiction to the Employee's employment with the Companymaximum time, geographic, product or service or other limitations permitted by applicable Law. The Employee acknowledges that a remedy at law for any breach or threatened breach by the Employee of covenants contained in this Section 8 would be inadequate, 6.8 and the Employee therefore agrees that the Company shall be entitled to injunctive relief in case each provision thereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such breach covenant or threatened breachprovision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.