Common use of Understanding of Covenants Clause in Contracts

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment represents that he (i) is familiar with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that carefully considered the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants), (ii) represents that he is fully aware of his Executive’s obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts conduct business throughout the Restricted Areacontinental United States and the rest of the world, (v) agrees that the Restrictive Covenants are necessary to protect the Company’s and its Affiliates’ confidential and proprietary information, good will, stable workforce, and customer relations, and (vvi) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his Executive’s ability to earn a livelihood in a business similar to the business Business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his Executive’s education, skills and ability), the Executive does not believe would prevent him Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates Participant represents and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that he or she (i) is familiar with and carefully considered the foregoing covenants set forth in this Section 6 7 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants), (ii) represents that he is fully aware of his or her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company Restrictive Covenants are necessary to protect the Protected Companies’ confidential and its Affiliates currently conducts business throughout the Restricted Areaproprietary information, good will, stable workforce and customer relations, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 7 regardless of whether the Executive Participant is then entitled to receive severance pay or benefits from any of the CompanyProtected Companies. The Executive Participant understands that the Restrictive Covenants may limit his or her ability to earn a livelihood in a business similar to the business of the Company and any of its AffiliatesProtected Companies, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of or other service provider to the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his or her education, skills and ability), the Executive Participant does not believe would prevent him or her from otherwise earning a living. The Executive Participant agrees that the Restrictive Covenants do not confer a benefit upon the Company Protected Companies disproportionate to the detriment of the ExecutiveParticipant.

Understanding of Covenants. The Executive acknowledges that, in the course of his Executive’s employment with the Company and/or its Affiliates and their predecessors, he Executive has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his Executive’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he Executive is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he Executive is fully aware of his Executive’s obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, and (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his Executive’s ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he Executive nevertheless believes that he Executive has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his Executive’s education, skills and ability), the Executive does not believe would prevent him Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted AreaTerritory, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his or her employment with the Company and/or its Affiliates and their predecessors, he the Executive has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his or her services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he the Executive is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he the Executive is fully aware of his or her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his or her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he the Executive nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his the Executive’s education, skills and ability), the Executive does not believe would prevent him the Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, familiar with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Areacontinental United States and Canada, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive Participant acknowledges that, in the course of his or employment with or performance of services to the Company and/or its Affiliates and their predecessors, he or she has become familiar, or will become familiar, with the Company’s 's and its Affiliates’ ' and their predecessors’ ' trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his or her services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Participant agrees that the foregoing covenants set forth in this Section 6 5 (together, the “"Restrictive Covenants”") are reasonable and necessary to protect the Company’s 's and its Affiliates’ ' trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s Participant's agreement in the preceding paragraph, the Executive Participant (i) represents that he or she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he or she is fully aware of his or her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 5 regardless of whether the Executive Participant is then entitled to receive severance pay or benefits from the Company. The Executive Participant understands that the Restrictive Covenants may limit his or her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of or director of, or consultant to, the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his or her education, skills and ability), the Executive Participant does not believe would prevent him or her from otherwise earning a living. The Executive Participant agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveParticipant.

Understanding of Covenants. The Executive acknowledges that, in the course of his the Executive’s employment with the Company and/or its Affiliates and their predecessors, he the Executive has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his the Executive’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (ia) represents that he the Executive is familiar with and has carefully considered the Restrictive Covenants, (iib) represents that he the Executive is fully aware of his the Executive’s obligations hereunder, (iiic) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (ivd) agrees that the Company and its Affiliates currently conducts conduct business throughout the Restricted Areaworld, and (ve) agrees that the Restrictive Covenants will shall continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands and agrees that the Restrictive Covenants may limit his the Executive’s ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he the Executive nevertheless believes that he the Executive has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his the Executive’s education, skills and ability), the Executive does not believe would prevent him the Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he the Executive has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he the Executive is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he the Executive is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he the Executive nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his the Executive’s education, skills and ability), the Executive does not believe would prevent him the Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive Participant acknowledges that, in the course of his or employment with or performance of services to the Company and/or its Affiliates and their predecessors, he or she has become familiar, or will become familiar, with the Company’s 's and its Affiliates’ ' and their predecessors’ ' trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his or her services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Participant agrees that the foregoing covenants set forth in this Section 6 8 (together, the “"Restrictive Covenants”") are reasonable and necessary to protect the Company’s 's and its Affiliates’ ' trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s Participant's agreement in the preceding paragraph, the Executive Participant (i) represents that he or she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he or she is fully aware of his or her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 8 regardless of whether the Executive Participant is then entitled to receive severance pay or benefits from the Company. The Executive Participant understands that the Restrictive Covenants may limit his or her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of or director of, or consultant to, the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his or her education, skills and ability), the Executive Participant does not believe would prevent him or her from otherwise earning a living. The Executive Participant agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveParticipant.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates represents and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that he (a) is familiar with and carefully considered the foregoing covenants set forth in this Section 6 10 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants), (iib) represents that he is fully aware of his obligations hereunder, (iiic) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (ivd) agrees that the Restrictive Covenants are necessary to protect the Protected Companies’ confidential and proprietary information, good will, stable workforce and customer relations, (e) agrees that the Restrictive Covenants were a material inducement for the Company and its Affiliates currently conducts business throughout to enter into this Agreement with the Restricted AreaExecutive, and (vf) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 10 regardless of whether the Executive is then entitled to receive severance pay or benefits from any of the CompanyProtected Companies. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its AffiliatesProtected Companies, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him his from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company Protected Companies disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the The Company and/or its Affiliates and their predecessorsGroup, he has become familiar, or will become familiar, with the CompanyThe Company Group’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors The Company Group and that his services have been and will be of special, unique and extraordinary value to the The Company and its AffiliatesGroup. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the CompanyThe Company Group’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, time and scope and geographic coverage, as applicable, of the Restrictive Covenants, and (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the The Company and any of its AffiliatesGroup, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive affirmatively represents, acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are are: (i) reasonable in all respects, including in temporal and geographical scope; (ii) necessary to protect the Company’s legitimate business interests, including its and its Affiliates’ trade secrets Trade Secrets and other confidential and proprietary informationConfidential Information, good will, stable contractual and business relationships, investment in its workforce, and customer relations; and (iii) narrowly tailored, based upon input from all parties, to protect the Company’s legitimate business interests without unduly circumscribing Executive’s rights and interests. The Executive further affirmatively represents, acknowledges and agrees that he would not reap the benefits of the Stock Purchase Agreement but for the Executive’s entering into this Agreement. Finally, the Executive and the Company intend that Restrictive Covenants shall be deemed to be a series of separate covenants, one for each county or province of each and every state or jurisdiction within the Restricted Area and one for each month of the Restricted Period. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his or her employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his or her services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he or she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he or she is fully aware of his or her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts conduct business throughout the Restricted AreaUnited States and Canada, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his or her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his or her education, skills and ability), the Executive does not believe would prevent him or her from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates affiliates and their predecessors, he has become familiar, or will become familiar, familiar with the Company’s and its Affiliatesaffiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliatesaffiliates. The Executive agrees that the foregoing covenants set forth (or referred to, as the case may be) in this Section 6 4.4 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliatesaffiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates affiliates currently conducts conduct business throughout the Restricted AreaNorth America, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 contemplated by the Restrictive Covenants regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliatesaffiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive Officer acknowledges that, in the course of his his/her employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his his/her services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Officer agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the ExecutiveOfficer’s agreement in the preceding paragraph, the Executive Officer (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his his/her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Officer is then entitled to receive severance pay or benefits from the Company. The Executive Officer understands that the Restrictive Covenants may limit his his/her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his his/her education, skills and ability), the Executive Officer does not believe would prevent him him/her from otherwise earning a living. The Executive Officer agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveOfficer.

Understanding of Covenants. The Executive Officer acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Officer agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the ExecutiveOfficer’s agreement in the preceding paragraph, the Executive Officer (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Officer is then entitled to receive severance pay or benefits from the Company. The Executive Officer understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive Officer does not believe would prevent him from otherwise earning a living. The Executive Officer agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveOfficer.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates affiliates and their predecessors, he has become familiar, or will become familiar, familiar with the Company’s and its Affiliatesaffiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliatesaffiliates. The Executive agrees that the foregoing covenants set forth (or referred to, as the case may be) in this Section 6 4 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliatesaffiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates affiliates currently conducts conduct business throughout the Restricted AreaNorth America, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 contemplated by the Restrictive Covenants regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliatesaffiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his their employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or they will become familiar, familiar with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors predecessors, and that his Executive’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 Sections 7, 8, 9, 10 and 11 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in with the preceding paragraph, the Executive (i) represents that he is they are familiar with and has have carefully considered the Restrictive Covenants, (ii) represents that he is they are fully aware of his their obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts conduct business throughout the Restricted Areacontinental United States and Canada, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 8, regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his their ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, for a short period of time, but he they nevertheless believes believe that he has they have received and will receive sufficient consideration and other benefits as an employee Executive of the Company and as otherwise provided hereunder or as described in the recitals hereto hereunder, to clearly justify such restrictions which, in any event (given his their education, skills and ability), the Executive does not believe would prevent him them from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive. For clarity, the restrictions in Sections 8, 9 and 10 shall not apply if Executive resigns for Good Reason or is terminated by the Company Without Cause.

Understanding of Covenants. The Executive affirmatively represents, acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are are: (i) reasonable in all respects, including in temporal and geographical scope; (ii) necessary to protect the Company’s legitimate business interests, including its and its Affiliates’ trade secrets Trade Secrets and other confidential and proprietary informationConfidential Information, good will, stable contractual and business relationships, investment in its workforce, and customer relations; and (iii) narrowly tailored, based upon input from all parties, to protect the Company’s legitimate business interests without unduly circumscribing Executive’s rights and interests. The Executive further affirmatively represents, acknowledges and agrees that she would not reap the benefits of the Stock Purchase Agreement but for the Executive’s entering into this Agreement. Finally, the Executive and the Company intend that Restrictive Covenants shall be deemed to be a series of separate covenants, one for each county or province of each and every state or jurisdiction within the Restricted Area and one for each month of the Restricted Period. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he she nevertheless believes that he she has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his her education, skills and ability), the Executive does not believe would prevent him her from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessorsCompany, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors Company and that his services have been and will be of special, unique and extraordinary value to the Company and its AffiliatesCompany. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Areacontinental United States and the rest of the world, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its AffiliatesCompany, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges thatSeller represents that she (i) is familiar with and has carefully considered the foregoing covenants not to compete and not to solicit, in (ii) is fully aware of her obligations hereunder, (iii) is the course founder and principal shareholder of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with is in possession of the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Companyinformation, its Affiliates and their respective predecessors and that his services have been and will be a consultant of specialthe Company following the Closing with access to the Company’s trade secrets and confidential information, unique (iv) understands that one of the material inducements for the Company to enter into the Merger Agreement and extraordinary value provide Seller the consideration for her equity interests in the Company specified in the Merger Agreement was Seller’s agreement to enter into an agreement containing the foregoing covenants not to compete and not to solicit, (v) agrees to the reasonableness of the length of time, scope and geographic coverage of the foregoing covenants not to compete and not to solicit, (vi) agrees that the Company and its Affiliates. The Executive Affiliates currently conduct business throughout the Restricted Area, and (vii) agrees that the foregoing such covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive Seller understands that the Restrictive Covenants foregoing covenants not to compete and not to solicit may limit his her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he she nevertheless believes that he she has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his her education, skills and ability), the Executive Seller does not believe would prevent him her from otherwise earning a living. The Executive Seller agrees that the Restrictive Covenants foregoing covenants not to compete and not to solicit do not confer a benefit upon the Company disproportionate to the detriment of Seller. The Seller acknowledges and agrees that the Executivecovenants set forth in this Section 3 are in addition to, and not in lieu of, the restrictive covenants set forth in Section 6 of that certain Consulting Agreement dated August 8, 2008 by and between the Seller and the Company.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with with, or as otherwise providing services to, the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 7 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 7 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive Officer acknowledges that, in the course of his his/her employment with the Company and/or its Affiliates and their predecessors, he he/she has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his his/her services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Officer agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the ExecutiveOfficer’s agreement in the preceding paragraph, the Executive Officer (i) represents that he he/she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he he/she is fully aware of his his/her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Officer is then entitled to receive severance pay or benefits from the Company. The Executive Officer understands that the Restrictive Covenants may limit his his/her ability to earn a livelihood in a business similar to the business of the ​ Company and any of its Affiliates, but he nevertheless believes that he he/she has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his his/her education, skills and ability), the Executive Officer does not believe would prevent him him/her from otherwise earning a living. The Executive Officer agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveOfficer.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessorsCompany, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ 's trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors Company and that his services have been and will be of special, unique and extraordinary value to the Company and its AffiliatesCompany. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “"Restrictive Covenants”") are reasonable and necessary to protect the Company’s and its Affiliates’ 's trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s 's agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Areacontinental United States and the rest of the world, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its AffiliatesCompany, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates represents and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that he (i) is familiar with and carefully considered the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants), (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company Restrictive Covenants are necessary to protect the Protected Companies’ confidential and its Affiliates currently conducts business throughout the Restricted Areaproprietary information, good will, stable workforce and customer relations, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from any of the CompanyProtected Companies. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its AffiliatesProtected Companies, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company Protected Companies disproportionate to the detriment of the Executive. The Executive shall be subject to no restrictions on his post-employment activities that are more onerous than the covenants set forth in this Agreement and/or in the Asset Management Employment Agreement.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company Ocwen and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, familiar with the CompanyOcwen’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the CompanyOcwen, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliatespredecessors. The Executive agrees that the foregoing covenants set forth in this Section 6 8 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the CompanyOcwen’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company Ocwen and its Affiliates currently conducts conduct business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 8 regardless of whether the Executive is then entitled to receive severance pay or benefits from the CompanyOcwen or any of its Affiliates. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company Ocwen and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company Ocwen and any of its Affiliates and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company Ocwen disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Areacontinental United States and the rest of the world, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive Consultant acknowledges that, in the course of his employment or engagement with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s 's and its Affiliates’ ' and their predecessors’ ' trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Consultant agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”"RESTRICTIVE COVENANTS") are reasonable and necessary to protect the Company’s 's and its Affiliates’ ' trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s Consultant's agreement in the preceding paragraph, the Executive Consultant (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Consultant is then entitled to receive severance pay or benefits from the Company. The Executive Consultant understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee and consultant of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive Consultant does not believe would prevent him from otherwise earning a living. The Executive Consultant agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveConsultant. The Consultant acknowledges and agrees that the covenants set forth in this Section 6 are in addition to, and not in lieu of, the restrictive covenants set forth in that certain Noncompetition Agreement dated August 8, 2008 by and between the Consultant and KI NutriCare, Inc., the parent corporation of the Company.

Understanding of Covenants. The Executive acknowledges that, in the course of his their employment with the Company and/or its Affiliates affiliates and their predecessors, he has become familiar, or they will become familiar, familiar with the Company’s and its Affiliatesaffiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates affiliates and their respective predecessors predecessors, and that his Executive’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliatesaffiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 Sections 7, 8, 9, and 10 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliatesaffiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in with the preceding paragraph, the Executive (i) represents that he is they are familiar with and has have carefully considered the Restrictive Covenants, (ii) represents that he is they are fully aware of his their obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates affiliates currently conducts conduct business throughout the Restricted Areacontinental United States and Canada, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 above, regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his their ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliatesaffiliates, for a short period of time, but he they nevertheless believes believe that he has they have received and will receive sufficient consideration and other benefits as an employee Executive of the Company and as otherwise provided hereunder or as described in the recitals hereto hereunder, to clearly justify such restrictions which, in any event (given his their education, skills and ability), the Executive does not believe would prevent him them from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.. ​

Understanding of Covenants. The Executive Employee acknowledges that, in the course of his or her employment with the Company and/or its Affiliates and their predecessors, he she has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his her services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Employee agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the ExecutiveEmployee’s agreement in the preceding paragraph, the Executive Employee (i) represents that he she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he she is fully aware of his her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Employee is then entitled to receive severance pay or benefits from the Company. The Executive Employee understands that the Restrictive Covenants may limit his her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he she nevertheless believes that he she has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his her education, skills and ability), the Executive Employee does not believe would prevent him or her from otherwise earning a living. The Executive Employee agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveEmployee.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good willgoodwill, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive Executive: (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, ; (ii) represents that he is fully aware of his obligations hereunder, ; (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, ; (iv) agrees that the Company and its Affiliates currently conducts conduct business or reasonably anticipate engaging in business throughout the Restricted Area, ; and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive Executive: (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, ; (ii) represents that he is fully aware of his obligations hereunder, ; (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, ; (iv) agrees that the Company and its Affiliates currently conducts conduct business or reasonably anticipate engaging in business throughout the Restricted Area, ; and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates Participant represents and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that he or she (i) is familiar with and carefully considered the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants), (ii) represents that he is fully aware of his or her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company Restrictive Covenants are necessary to protect the Protected Companies’ confidential and its Affiliates currently conducts business throughout the Restricted Areaproprietary information, good will, stable workforce and customer relations, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Participant is then entitled to receive severance pay or benefits from any of the CompanyProtected Companies. The Executive Participant understands that the Restrictive Covenants may limit his or her ability to earn a livelihood in a business similar to the business of the Company and any of its AffiliatesProtected Companies, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of or other service provider to the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his or her education, skills and ability), the Executive Participant does not believe would prevent him or her from otherwise earning a living. The Executive Participant agrees that the Restrictive Covenants do not confer a benefit upon the Company Protected Companies disproportionate to the detriment of the ExecutiveParticipant.

Understanding of Covenants. The Executive Consultant acknowledges that, in the course of his her employment or engagement with the Company and/or its Affiliates and their predecessors, he she has become familiar, or will become familiar, with the Company’s 's and its Affiliates’ ' and their predecessors’ ' trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his her services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Consultant agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”"RESTRICTIVE COVENANTS") are reasonable and necessary to protect the Company’s 's and its Affiliates’ ' trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s Consultant's agreement in the preceding paragraph, the Executive Consultant (i) represents that he she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he she is fully aware of his her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Consultant is then entitled to receive severance pay or benefits from the Company. The Executive Consultant understands that the Restrictive Covenants may limit his her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he she nevertheless believes that he she has received and will receive sufficient consideration and other benefits as an employee and consultant of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his her education, skills and ability), the Executive Consultant does not believe would prevent him her from otherwise earning a living. The Executive Consultant agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveConsultant. The Consultant acknowledges and agrees that the covenants set forth in this Section 6 are in addition to, and not in lieu of, the restrictive covenants set forth in that certain Noncompetition Agreement dated August 8, 2008 by and between the Consultant and KI NutriCare, Inc., the parent corporation of the Company.

Understanding of Covenants. The Executive Officer acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their ​ predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Officer agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the ExecutiveOfficer’s agreement in the preceding paragraph, the Executive Officer (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Officer is then entitled to receive severance pay or benefits from the Company. The Executive Officer understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive Officer does not believe would prevent him from otherwise earning a living. The Executive Officer agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveOfficer.

Understanding of Covenants. The Executive acknowledges that, in the course of his her employment with the Company and/or its Affiliates and their predecessors, he she has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his her services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he she is fully aware of his her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he she nevertheless believes that he she has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his her education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his or her employment with the Company and/or its Affiliates and their predecessors, he or she has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his or her services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he or she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he or she is fully aware of his or her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his or her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee executive of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his or her education, skills and ability), the Executive does not believe would prevent him or her from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee executive of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his their employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or they will become familiar, familiar with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors predecessors, and that his Executive’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 Sections 7, 8, 9, and 10 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in with the preceding paragraph, the Executive (i) represents that he is they are familiar with and has have carefully considered the Restrictive Covenants, (ii) represents that he is they are fully aware of his their obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as ​ ​ applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts conduct business throughout the Restricted Areacontinental United States and Canada, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 above, regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his their ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, for a short period of time, but he they nevertheless believes believe that he has they have received and will receive sufficient consideration and other benefits as an employee Executive of the Company and as otherwise provided hereunder or as described in the recitals hereto hereunder, to clearly justify such restrictions which, in any event (given his their education, skills and ability), the Executive does not believe would prevent him them from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.. For clarity, the restrictions in Sections 8, 9, and 10 shall not apply if Executive resigns for Good Reason or is terminated by the Company Without Cause. ​

Understanding of Covenants. The Executive Consultant acknowledges that, in the course of his her employment or engagement with the Company and/or its Affiliates and their predecessors, he she has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his her services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Consultant agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the ExecutiveConsultant’s agreement in the preceding paragraph, the Executive Consultant (i) represents that he she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he she is fully aware of his her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Consultant is then entitled to receive severance pay or benefits from the Company. The Executive Consultant understands that the Restrictive Covenants may limit his her ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he she nevertheless believes that he she has received and will receive sufficient consideration and other benefits as an employee and consultant of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his her education, skills and ability), the Executive Consultant does not believe would prevent him her from otherwise earning a living. The Executive Consultant agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveConsultant. The Consultant acknowledges and agrees that the covenants set forth in this Section 6 are in addition to, and not in lieu of, the restrictive covenants set forth in that certain Noncompetition Agreement dated August 8, 2008 by and between the Consultant and KI NutriCare, Inc., the parent corporation of the Company.

Understanding of Covenants. The Executive acknowledges that, in the course of his her employment with the The Company and/or its Affiliates and their predecessorsGroup, he she has become familiar, or will become familiar, with the CompanyThe Company Group’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors The Company Group and that his her services have been and will be of special, unique and extraordinary value to the The Company and its AffiliatesGroup. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the CompanyThe Company Group’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he she is fully aware of his her obligations hereunder, (iii) agrees to the reasonableness of the length of time, time and scope and geographic coverage, as applicable, of the Restrictive Covenants, and (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his her ability to earn a livelihood in a business similar to the business of the The Company and any of its AffiliatesGroup, but he she nevertheless believes that he she has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his her education, skills and ability), the Executive does not believe would prevent him her from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges thatSeller represents that he (i) is familiar with and has carefully considered the foregoing covenants not to compete and not to solicit, in the course (ii) is fully aware of his employment with obligations hereunder, (iii) is the founder and principal shareholder of the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with is in possession of the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Companyinformation, its Affiliates and their respective predecessors and that his services have been and will be a consultant of specialthe Company following the Closing with access to the Company’s trade secrets and confidential information, unique (iv) understands that one of the material inducements for the Company to enter into the Merger Agreement and extraordinary value provide Seller the consideration for his equity interests in the Company specified in the Merger Agreement was Seller’s agreement to enter into an agreement containing the foregoing covenants not to compete and not to solicit, (v) agrees to the reasonableness of the length of time, scope and geographic coverage of the foregoing covenants not to compete and not to solicit, (vi) agrees that the Company and its Affiliates. The Executive Affiliates currently conduct business throughout the Restricted Area, and (vii) agrees that the foregoing such covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive Seller understands that the Restrictive Covenants foregoing covenants not to compete and not to solicit may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive Seller does not believe would prevent him from otherwise earning a living. The Executive Seller agrees that the Restrictive Covenants foregoing covenants not to compete and not to solicit do not confer a benefit upon the Company disproportionate to the detriment of Seller. The Seller acknowledges and agrees that the Executivecovenants set forth in this Section 3 are in addition to, and not in lieu of, the restrictive covenants set forth in Section 6 of that certain Consulting Agreement dated August 8, 2008 by and between the Seller and the Company.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates affiliates and their predecessors, he has become familiar, or will become familiar, familiar with the Company’s and its Affiliatesaffiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliatesaffiliates. The Executive agrees that the foregoing covenants set forth (or referred to, as the case may be) in this Section 6 2 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliatesaffiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates affiliates currently conducts conduct business throughout the Restricted AreaNorth America, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 contemplated by the Restrictive Covenants regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliatesaffiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive recitals to this Agreement are incorporated herein by this reference. Individual acknowledges thatand agrees with such recitals, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive further agrees that the foregoing covenants set forth value of the consideration paid by Yahoo! in this Section 6 (togetherconnection with the Merger Agreement, including the “Restrictive Covenants”) are reasonable Offer and necessary to protect the Company’s other transactions contemplated by the Merger Agreement, is substantial and its Affiliates’ trade secrets and other that preservation of the confidential and proprietary information, good willgoodwill, stable workforce, and customer relations. Without limiting the generality relations of the Executive’s agreement Company is a material part of the consideration that Yahoo! is receiving in the preceding paragraph, the Executive Merger Agreement. Individual further acknowledges and agrees that he (i) represents that he is familiar with and has carefully considered the Restrictive Covenantscovenants set forth above in this Agreement, (ii) represents that he is fully aware of his obligations hereunder, [(iii) is key employee and an executive officer of the Company, has been actively involved in the management of the Company’s business, is a [significant] stockholder of the Company,]1 is in possession of trade secrets and confidential information of the Company, and in continuing to provide services to Yahoo! following the Closing will continue to have access to trade secrets and confidential information of the Company (as well as other trade secrets and confidential information of Yahoo!), (iv) understands that one of the material inducements for the Company to enter into the Merger Agreement and provide Individual the consideration for his equity interests in the Company specified in the Merger Agreement is Individual’s agreement to enter into an agreement containing the covenants set forth above in this Agreement, (v) agrees to the reasonableness of the length of timecharacter, duration, geographic and scope and geographic coverage, as applicable, coverage of the Restrictive Covenantscovenants set forth above in this Agreement and that such covenants shall continue through the Restricted Period regardless of whether Individual receives any compensation from Yahoo! for employment or services during the Restricted Period, (ivvi) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Business Area, and (vvii) agrees that the Restrictive Covenants will continue in effect for the applicable periods covenants set forth above in this Section 6 regardless of whether the Executive is then entitled Agreement are necessary to receive severance pay or benefits from protect the Company’s confidential and proprietary information, goodwill, stable workforce, and customer relations, and (viii) agrees that such covenants are separately bargained-for consideration and are material inducements to Yahoo! to enter into the Merger Agreement. The Executive understands Individual acknowledges that the Restrictive Covenants may limit his ability to earn a livelihood in without violating such restrictions is a business similar material condition to the business of Individual’s continued services to the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of services to Yahoo! following the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a livingMerger. The Executive Individual agrees that the Restrictive Covenants covenants set forth above in this Agreement do not confer a benefit upon the Company disproportionate to the detriment of Individual. Individual represents that Individual’s execution of this Agreement, and the Executiveperformance of Individual’s obligations under this Agreement, do not and will not conflict with, or result in a violation or breach of, any other agreement to which Individual is a party or any judgment, order or decree to which Individual is subject.

Understanding of Covenants. The Executive Consultant acknowledges that, in the course of his employment or engagement with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Consultant agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the ExecutiveConsultant’s agreement in the preceding paragraph, the Executive Consultant (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Consultant is then entitled to receive severance pay or benefits from the Company. The Executive Consultant understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee and consultant of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive Consultant does not believe would prevent him from otherwise earning a living. The Executive Consultant agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveConsultant. The Consultant acknowledges and agrees that the covenants set forth in this Section 6 are in addition to, and not in lieu of, the restrictive covenants set forth in that certain Noncompetition Agreement dated August 8, 2008 by and between the Consultant and KI NutriCare, Inc., the parent corporation of the Company.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in the PIIA and the other provisions of this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 and the PIIA regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates affiliates and their predecessors, he has will ​ become familiar, or will become familiar, familiar with the Company’s and its Affiliatesaffiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliatesaffiliates. The Executive agrees that the foregoing covenants set forth (or referred to, as the case may be) in this Section 6 2 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliatesaffiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates affiliates currently conducts conduct business throughout the Restricted AreaNorth America, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 contemplated by the Restrictive Covenants regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliatesaffiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates Participant represents and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that he or she (i) is familiar with and carefully considered the foregoing covenants set forth in this Section 6 7 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants), (ii) represents that he is fully aware of his or her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company Restrictive Covenants are necessary to protect the Protected Companies’ confidential and its Affiliates currently conducts business throughout the Restricted Areaproprietary information, good will, stable workforce and customer relations, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 7 regardless of whether the Executive [M-4 (November 2016)] Participant is then entitled to receive severance pay or benefits from any of the CompanyProtected Companies. The Executive Participant understands that the Restrictive Covenants may limit his or her ability to earn a livelihood in a business similar to the business of the Company and any of its AffiliatesProtected Companies, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of or other service provider to the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his or her education, skills and ability), the Executive Participant does not believe would prevent him or her from otherwise earning a living. The Executive Participant agrees that the Restrictive Covenants do not confer a benefit upon the Company Protected Companies disproportionate to the detriment of the ExecutiveParticipant.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s 's and its Affiliates’ ' and their predecessors’ ' trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “"Restrictive Covenants”") are reasonable and necessary to protect the Company’s 's and its Affiliates’ ' trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s 's agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive Officer acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Officer agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the ExecutiveOfficer’s agreement in the preceding paragraph, the Executive Officer (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Officer is then entitled to receive severance pay or benefits from the Company. The Executive Officer understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive Officer does not believe would prevent him her from otherwise earning a living. The Executive Officer agrees that the Restrictive ​ Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveOfficer.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, familiar with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted AreaState of Colorado, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its AffiliatesAffiliates in the State of Colorado, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive acknowledges that, in the course of his their employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or they will become familiar, familiar with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors predecessors, and that his Executive’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 Sections 7, 8, 9, and 10 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in with the preceding paragraph, the Executive (i) represents that he is they are familiar with and has have carefully considered the Restrictive Covenants, (ii) represents that he is they are fully aware of his their obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts conduct business throughout the Restricted Areacontinental United States and Canada, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 above, regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his their ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, for a short period of time, but he they nevertheless believes believe that he has they have received and will receive sufficient consideration and other benefits as an employee Executive of the Company and as otherwise provided hereunder or as described in the recitals hereto hereunder, to clearly justify such restrictions which, in any event (given his their education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.would

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (togethercontained herein, specifically including, without limitation, the “Restrictive Covenants”) duration and geographical boundaries of the non-competition provisions, are reasonable and necessary to protect the Company’s and its Affiliates’ goodwill, trade secrets secrets, and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality legitimate business interests of the Executive’s agreement in Brands and to protect the preceding paragraph, Brands from unfair competition. The Executive further acknowledges and agrees that enforcement of the covenants contained herein will cause the Executive (i) represents that he is familiar with and has carefully considered no undue hardship. The period during which the Restrictive Covenants, (ii) represents that he is fully aware restrictive covenants of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether apply shall be tolled during (and shall be deemed automatically extended by) any period in which the Executive is then entitled to receive severance pay or benefits from in violation of the Companyprovisions of such restrictive covenants. The Executive understands acknowledges that Triarc, Wendy’s and their subsidiaries and affiliates each has a legitimate business interest and right in protecting its Confidential Information (as defined above), business strategies, employee and customer relationships and goodwill, and that they would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of their business strategies, employee and customer relationships and goodwill. The Executive acknowledges that the Restrictive Covenants Executive is being provided with significant additional consideration (to which Executive is not otherwise entitled) including, but not limited to, the Option granted pursuant to this Agreement to induce the Executive to enter into this Agreement. The Executive further acknowledges that although his compliance with the covenants contained in Sections 6 and 7 may limit his ability to earn prevent him from earning a livelihood in a business similar to the business of Triarc and Wendy’s and their subsidiaries and affiliates, the Company Executive’s experience and any of its Affiliates, but he nevertheless believes capabilities are such that he has received other opportunities to earn a livelihood and will receive sufficient consideration adequate means of support for him and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executivedependents.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates Participant represents and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that he or she (a) is familiar with and carefully considered the foregoing covenants set forth in this Section 6 Annex A (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants), (iib) represents that he is fully aware of his or her obligations hereunder, (iiic) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (ivd) agrees that the Company Restrictive Covenants are necessary to protect the Protected Companies’ confidential and its Affiliates currently conducts business throughout the Restricted Areaproprietary information, good will, stable workforce and customer relations, and (ve) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 Annex A regardless of whether the Executive Participant is then entitled to receive severance pay or benefits from any of the CompanyProtected Companies. The Executive Participant understands that the Restrictive Covenants may limit his or her ability to earn a livelihood in a business similar to the business of the Company and any of its AffiliatesProtected Companies, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of the Company or other service provider to Participant and as otherwise provided hereunder or as described in the recitals hereto Award Letter to clearly justify such restrictions which, in any event (given his or her education, skills and ability), the Executive Participant does not believe would prevent him or her from otherwise earning a living. The Executive Participant agrees that the Restrictive Covenants do not confer a benefit upon the Company Protected Companies disproportionate to the detriment of the ExecutiveParticipant.

Understanding of Covenants. The Executive acknowledges that, in the course of his Executive’s employment with the Company and/or its Affiliates and their predecessorsCompany, he Executive has become familiar, or will become familiar, familiar with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors Company and that his Executive’s services have been and will be of special, unique and extraordinary value to the Company and its AffiliatesCompany. The Executive agrees that the foregoing covenants set forth in this Section 6 3 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he she is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he she is fully aware of his her obligations hereunder, (iii) agrees to the reasonableness of the length of time, time and scope and geographic coverage, as applicable, of the Restrictive Covenants, and (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 3 regardless of whether the Executive is then entitled to receive severance pay Severance Benefit or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his her ability to earn a livelihood in a business similar to the business of the Company and any of its AffiliatesCompany, but he she nevertheless believes that he she has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his her education, skills and ability), the Executive does not believe would prevent him her from otherwise earning a living. The Company and Executive agrees agree that neither shall disparage the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executiveother.

Understanding of Covenants. The Executive acknowledges that, in the course of his the Executive’s employment with the Company and/or its Affiliates and their predecessors, he the Executive has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his the Executive’s services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (ia) represents that he the Executive is familiar with and has carefully considered the Restrictive Covenants, (iib) represents that he the Executive is fully aware of his the Executive’s obligations hereunder, (iiic) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (ivd) agrees that the Company and its Affiliates currently conducts conduct business throughout the Restricted Areaworld, and (ve) agrees that the Restrictive Covenants will shall continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his the Executive’s ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he the Executive nevertheless believes that he the Executive has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his the Executive’s education, skills and ability), the Executive does not believe would prevent him the Executive from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

Understanding of Covenants. The Executive Employee acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive Employee agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the ExecutiveEmployee’s agreement in the preceding paragraph, the Executive Employee (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive Employee is then entitled to receive severance pay or benefits from the Company. The Executive Employee understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive Employee does not believe would prevent him or her from otherwise earning a living. The Executive Employee agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the ExecutiveEmployee.

Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates Participant represents and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that he or she (i) is familiar with and carefully considered the foregoing covenants set forth in this Section 6 7 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants), (ii) represents that he is fully aware of his or her obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company Restrictive Covenants are necessary to protect the Protected Companies’ confidential and its Affiliates currently conducts business throughout the Restricted Areaproprietary information, good will, stable workforce and customer relations, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 7 regardless of whether the Executive Participant is then entitled to receive severance pay or benefits from any of the CompanyProtected Companies. The Executive Participant understands that the Restrictive Covenants may limit his or her ability to earn a livelihood in a business similar to the business of the Company and any of its AffiliatesProtected Companies, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of or other service provider to the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his or her education, skills and ability), the Executive Participant does not believe would prevent him or her from otherwise earning a living. The Executive Participant agrees that the Restrictive Covenants do not confer a benefit upon the Company Protected Companies disproportionate to the detriment of the Executive.Participant. [M-4 Prime RSU (November 2016)]