Common use of Agreement Not to Compete Clause in Contracts

Agreement Not to Compete. For a period equal to the term of Employee’s employment with the Company and through the date which is twelve (12) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”), Employee shall not, without the prior written consent of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1.

Agreement Not to Compete. For a period equal to (a) The Executive agrees that during the term of Employee’s employment with the Company and through the date which is twelve Non-Competition Period (12) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”as defined below), Employee shall he will not, without the prior written consent of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete in any capacity, either separately, jointly or in association with others, as an officer, director, consultant, agent, employee, owner, principal, partner or stockholder of any business, or in any other capacity, provide services of the same or similar kind or nature that he provides to the Company to, or have a financial interest in (excepting only the ownership of not more than 5% of the outstanding securities of any subsidiary class listed on an exchange or the Nasdaq Stock Market), any competitor of the Company (which means any person or organization that is in the business of manufacturing solar panel encapsulentor makes money from designing, developing, or selling products or services similar to those products and services developed, designed or sold by the Company) The “Non-Competition Period” is (a) the longer of the Executive’s employment hereunder plus (b) a period of one (1) year thereafter. In recognition, acknowledgement and agreement that the Company’s business of providing consumer product quality assurance services to third parties (collectivelyand operations extend throughout North America and beyond, the “Business”). The making parties agree that the geographic scope of this covenant not to compete shall extend to North America. (b) Without limiting the generality of clause (a) above, the Executive further agrees that during the Non-Competition Period, he will not, directly or guarantying of a loanindirectly, lease in any capacity, either separately, jointly or any other financial arrangement toin association with others, with solicit or for any person or entity that engages in otherwise contact any of the activities described in Company’s customers with whom the preceding sentence shall be deemed a breach Executive had contact, responsibility for, or had acquired confidential information about by virtue of the covenant set forth in the preceding sentence. However, Employee may purchase his or own up to 1% of the outstanding stock of any publicly traded corporation that competes her employment with the Company at any time during his or her employment, if such contact is for the general purpose of selling products that satisfy the same general needs as any products that the Company Affiliatehad available for sale to its customers during the Non-Competition Period. (c) The Executive agrees that during the Non-Competition Period, but may he shall not be initiate contact in order to induce, solicit or encourage any person to leave the Company’s employ. Nothing in this paragraph is meant to prohibit an employee of the Company that is not a party to this Agreement from becoming employed by another organization or person. (d) If a court determines that the foregoing restrictions are too broad or otherwise participate in unreasonable under applicable law, including with respect to time or space, the activities of such corporation. court is hereby requested and authorized by the parties hereto to revise the foregoing restrictions to include the maximum restrictions allowed under the applicable law. (e) For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, Section 6 and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition PeriodSection 7, the “Noncompetition Period”); provided, that Company” refers to the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration and any incorporated or unincorporated affiliates of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1.

Agreement Not to Compete. For a period equal to the term of Employee’s employment with the Company and through the date which is twelve twenty-seven (1227) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”), provided Company is not in material default under this Agreement or the Employment Agreement, Employee shall not, without the prior written consent of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 15% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company AffiliateAffiliate in the Business, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Provided Company is not in material default under this Agreement or the Employment Agreement, the Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. For all purposes of this Agreement and the Employment Agreement (including article 3. below), the Noncompetition Period shall not apply or restrict Employee’s activities, nor shall the term of the Noncompetition Period be extended, during any time Company is in material default under this Agreement or the Employment Agreement. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1.

Agreement Not to Compete. For a period equal to the term of Employee’s employment with the Company and through the date which is twelve (12) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”), Employee shall not, without the prior written consent of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. Holdings LLC and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1.

Agreement Not to Compete. For a period equal The Executive acknowledges that the Company has spent significant time, effort and resources protecting its Confidential Information and customer goodwill. The Executive further acknowledges that the Confidential Information is of significant competitive value to the term Company the industry in which it competes, and that the use or disclosure, even if inadvertent, of Employeesuch Confidential Information for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company, to protect that Confidential Information against inappropriate use or disclosure, and in consideration for the Executive’s employment with and the Company benefits provided to the Executive (including, without limitation, the benefits payable to the Executive pursuant to this Agreement, the Executive agrees that during the period commencing on the Effective Date and through ending on the date which that is twelve (12) months following after the Employee’s Date of Termination for any reason (the “Initial Noncompetition Restricted Period”), Employee shall not, without the prior written consent of the CompanyCompany (which consent shall not be unreasonably withheld, and whether conditioned, or delayed) the Executive shall not directly or indirectly (including, without limitation, as an employee, principalofficer, agentdirector, shareholder, partnerowner, consultant, advisor, limited liability company manager or member, directormanager, or otherwise, directly or indirectly, independent contractor) compete with the Company or any subsidiary or affiliate of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “BusinessCompany Group”) within any state, province or region in any country in which the Company Group conducts business as of the Date of Termination. For the purposes of this Section 5(c), the business of the Company Group shall include any business in any state, province or region in any country in which the Company Group conducts business as of the Date of Termination that manufactures and/or sells (i) wallboard for interior and exterior applications, (ii) joint compounds and/or (iii) other related products. The making foregoing, however, shall not prevent the Executive’s passive ownership of up to five percent (5%) or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any less of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock equity securities of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1company.

Agreement Not to Compete. For a period equal The Executive acknowledges that the Company has spent significant time, effort and resources protecting its Confidential Information and customer goodwill. The Executive further acknowledges that the Confidential Information is of significant competitive value to the term Company in the industry in which it competes, and that the use or disclosure, even if inadvertent, of Employee’s such Confidential Information for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company, to protect that Confidential Information against inappropriate use or disclosure, and in consideration for the Executive's employment with and the Company benefits provided to the Executive (including, without limitation, the benefits payable to the Executive pursuant to this Agreement), the Executive agrees that during the period commencing on the Effective Date and through ending on the date which that is twelve (12) months following after the Employee’s Date of Termination for any reason (the “Initial Noncompetition "Restricted Period”"), Employee shall not, without the prior written consent of the Company (which consent shall be exercised in the Company's sole and absolute discretion) the Executive shall not directly or indirectly (including, and whether without limitation, as an employee, principalofficer, agentdirector, shareholder, partnerowner, consultant, advisor, limited liability company manager or member, directormanager, or otherwise, directly independent contractor) engage in or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate provide services for compensation to any entity engaged in the activities business of such corporation. For purposes of this agreementdeveloping, “Company Affiliate” means manufacturing, or selling water infrastructure products, including without limitation, concrete, steel and ductile iron pipe, fabrication and fittings, and precast concrete products, including drainage, structural and specialty products, and storm water management products within any entity directly state, province or indirectly controlled by region (whether in the United States or in any country) in which the Company, and also includes STR Holdingsany subsidiary of the Company, Inc. and or any affiliate of its direct or indirect subsidiariesthe Company that is under the common control with the Company (collectively, the "Company Group") conducts such business as of the Date of Termination (a "Competing Business"). The Company foregoing, however, shall have not prevent the option Executive's passive ownership of up to extend the Initial Noncompetition Period for an additional twelve five percent (125%) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration or less of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, equity securities of any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1publicly traded company.

Agreement Not to Compete. For a period equal The Executive acknowledges that the Company has spent significant time, effort and resources protecting its Confidential Information and customer goodwill. The Executive further acknowledges that the Confidential Information is of significant competitive value to the term Company in the industry in which it competes, and that the use or disclosure, even if inadvertent, of Employeesuch Confidential Information for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company, to protect that Confidential Information against inappropriate use or disclosure, and in consideration for the Executive’s employment with and the Company benefits provided to the Executive (including, without limitation, the benefits payable to the Executive pursuant to this Agreement), the Executive agrees that during the period commencing on the Effective Date and through ending on the date which that is twelve (12) months following after the Employee’s Date of Termination for any reason (the “Initial Noncompetition Restricted Period”), Employee shall not, without the prior written consent of the Company (which consent shall be exercised in the Company’s sole and absolute discretion) the Executive shall not directly or indirectly (including, and whether without limitation, as an employee, principalofficer, agentdirector, shareholder, partnerowner, consultant, advisor, limited liability company manager or member, directormanager, or otherwiseindependent contractor) engage in or be employed by or otherwise provide services for compensation to any entity engaged in the business of developing, directly manufacturing, or indirectlyselling water infrastructure products, compete with including without limitation, concrete, steel and ductile iron pipe, fabrication and fittings, and precast concrete products, including drainage, structural and specialty products, and storm water management products within any state, province or region (whether in the Company United States or in any country) in which the Company, any subsidiary of the Company in the business of manufacturing solar panel encapsulentCompany, or any affiliate of the business of providing consumer product quality assurance services to third parties Company that is under the common control with the Company (collectively, the “Company Group”) conducts such business as of the Date of Termination (a “Competing Business”). The making foregoing, however, shall not prevent the Executive’s passive ownership of up to five percent (5%) or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any less of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock equity securities of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1company.

Agreement Not to Compete. For (a) During the Noncompetition Period (defined below), unless the Company waives its rights under this Section in a writing authorized by the Board, Executive will not, directly or indirectly, either for himself or as an owner, partner, shareholder, director, officer, employee, agent or consultant of another, render services or advice to any person or entity who is "in competition with the Company" anywhere in the United States. During the Noncompetition Period neither Executive or any business with whom Executive may become associated will recruit or solicit for employment any person who is an employee of the Company. If the Term ends because of Executive's resignation, then "Noncompetition Period" will mean the Term plus a period equal to the term of Employee’s employment with the Company and through the date which is twelve (12) months following after the Employee’s Date end of Termination for any reason (the “Initial Term. If the Term ends because of notice by the Company to Executive of termination, then "Noncompetition Period”), Employee shall not, without " will mean the prior written consent Term plus a period of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to after the expiration end of the Initial Noncompetition Period, and agrees to pay to the Employee, Term. A person or entity will be "in accordance competition with the Company’s regular payroll practice" only if such person or entity sells products or services that actually compete with the products or services of the Company currently being sold to the Company's then existing customers at the time the Term ends or, as to new products or services known of by Executive during the Term, will be first offered for sale to existing or new customers within six (6) months of the end of the Term. Notwithstanding the foregoing, Executive will not be prohibited from being employed by a person or entity "in competition with the Company" if Executive’s Annual 's duties with such person or entity during the Noncompetition Period are restricted so that they do not involve in any respect products or services that actually compete with the products or services of the Company currently being sold to the Company's then existing customers at the time the Term ends or, as to new products or services known of by Executive during the Term, will be first offered for sale to existing or new customers within six (6) months of the end of the Term. A person or entity will not be "in competition with the Company" if Executive's only involvement with such person or entity is the purchasing, acquiring or holding of not more than a total of five percent (5%) of the outstanding securities of any publicly held corporation. (b) The Company will advise Executive of its decision not to waive the rights created under Section 10(a) within ten (10) days after receipt by the Company of written notice from Executive of his intent to voluntarily terminate his employment or at the time his employment is terminated by the Company or the Term ends for any other reason. To compensate Executive in the event of economic hardship resulting from the restriction on competition contained in Section 10(a) the Company will, subject to the satisfaction of the conditions stated below, make bi-monthly payments to Executive equal to one twenty-sixth (1/26th) of Executive's Base Salary, beginning with the first month following the end of the Term and continuing until the end of the Noncompetition Period or the restriction on competition is expressly waived in writing by the Company or one of the conditions described below is no longer met. The bi-weekly payments will be reduced by any bi-weekly amounts of compensation (exclusive of Incentive Compensation) paid to continue Executive as part of compensation on termination under Section 6. If the Company waives the rights created under Section 10(a) after written notice from Executive’s participation , as contemplated in the preceding paragraph, such waiver will not affect the Company’s health and life insurance and retirement plans through 's obligations to pay Executive compensation on termination under Section 6. (c) The foregoing compensation obligation of the Extended Noncompetition Period. Employee represents and warrants Company is expressly conditioned on the occurrence of each of the following: (1) Executive must have offered a position of employment that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates would involve a violation of the restriction against competition stated in the Business, or otherwise engage in first sentence of Section 10(a) and pay more than any activity employment available to him that would violate not involve a violation of such restriction, and Executive must have given the Company written notice and reasonable evidence of those facts, and the Company must have continued to refuse to waive the restriction; (2) Executive must have aggressively sought employment consistent with his education, abilities, and experience that would not involve violation of the restriction against competition stated in the first sentence of Section 10(a) and those efforts must have been unsuccessful or must have resulted in his obtaining employment paying him less than his Base Salary; (3) Executive must have provided the Company with a written report of his aggressive efforts to find employment and the result of those efforts; and (4) Executive must have informed any prospective employer, prior to accepting employment, of the existence of this Section 1Agreement and provided such prospective employer with a copy.

Agreement Not to Compete. For a period equal The Executive acknowledges that the Company has spent significant time, effort and resources protecting its Confidential Information and customer goodwill. The Executive further acknowledges that the Confidential Information is of significant competitive value to the term Company in the industry in which it competes, and that the use or disclosure, even if inadvertent, of Employeesuch Confidential Information for the benefit of a competitor could cause significant damage to the legitimate business interests of the Company. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company, to protect that Confidential Information against inappropriate use or disclosure, and in consideration for the Executive’s employment with and the benefits provided to the Executive (including, without limitation, the benefits payable to the Executive pursuant to this Agreement), the Executive agrees that during the period commencing on the Effective Date and, provided that the Company and through complies with its obligations, if any, under Section 5(c) hereof, ending on the date which that is twelve (12) months following after the Employee’s Date of Termination for any reason of this Agreement (the “Initial Noncompetition Restricted Period”), Employee shall not, without the prior written consent of the Company (which consent shall be exercised in the Company’s sole and absolute discretion) the Executive shall not directly or indirectly (including, and whether without limitation, as an employee, principalofficer, agentdirector, shareholder, partnerowner, consultant, advisor, limited liability company manager or member, directormanager, or otherwiseindependent contractor) engage in or be employed by or otherwise provide services for compensation to any entity engaged in the business of developing, directly manufacturing, or indirectlyselling concrete, compete with clay or steel building products, including, but not limited to, pipe, bricks, and roofing materials, within any state, province or region (whether in the Company United States or in any country) in which the Company, any subsidiary of the Company in the business of manufacturing solar panel encapsulentCompany, or any affiliate of the business of providing consumer product quality assurance services to third parties Company that is under the common control with the Company (collectively, the “Company Group”) conducts such business as of the Date of Termination (a “Competing Business”). The making foregoing, however, shall not prevent the Executive’s passive ownership of up to five percent (5%) or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any less of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock equity securities of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1company.

Agreement Not to Compete. For (a) During the Noncompetition Period (defined below), unless the Company waives its rights under this Section in a writing authorized by the Board, Executive will not, directly or indirectly, either for himself or as an owner, partner, shareholder, director, officer, employee, agent or consultant of another, render services or advice to any person or entity who is “in competition with the Company” anywhere in the United States. During the Noncompetition Period neither Executive or any business with whom Executive may become associated will recruit or solicit for employment any person who is an employee of the Company. If the Term ends because of Executive’s resignation, then “Noncompetition Period” will mean the Term plus a period equal to the term of Employee’s employment with the Company and through the date which is twelve (12) months following after the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”), Employee shall not, without the prior written consent end of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with Term. If the Term ends because of notice by the Company or any subsidiary to Executive of the Company in the business of manufacturing solar panel encapsulenttermination, or the business of providing consumer product quality assurance services to third parties (collectively, the then “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with will mean the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice Term plus a period of such extension at least six (6) months prior to after the expiration end of the Initial Noncompetition Period, and agrees to pay to the Employee, Term. A person or entity will be “in accordance competition with the Company” only if such person or entity sells products or services that actually compete with the products or services of the Company currently being sold to the Company’s regular payroll practicethen existing customers at the time the Term ends or, as to new products or services known of by Executive during the Term, will be first offered for sale to existing or new customers within six (6) months of the end of the Term. Notwithstanding the foregoing, Executive will not be prohibited from being employed by a person or entity “in competition with the Company” if Executive’s Annual duties with such person or entity during the Noncompetition Period are restricted so that they do not involve in any respect products or services that actually compete with the products or services of the Company currently being sold to the Company’s then existing customers at the time the Term ends or, as to new products or services known of by Executive during the Term, will be first offered for sale to existing or new customers within six (6) months of the end of the Term. A person or entity will not be “in competition with the Company” if Executive’s only involvement with such person or entity is the purchasing, acquiring or holding of not more than a total of five percent (5%) of the outstanding securities of any publicly held corporation. (b) The Company will advise Executive of its decision not to waive the rights created under Section 10(a) within ten (10) days after receipt by the Company of written notice from Executive of his intent to voluntarily terminate his employment or at the time his employment is terminated by the Company or the Term ends for any other reason. To compensate Executive in the event of economic hardship resulting from the restriction on competition contained in Section 10(a) the Company will, subject to the satisfaction of the conditions stated below, make bi-monthly payments to Executive equal to one twenty-sixth (l/26th) of Executive’s Base Salary, beginning with the first month following the end of the Term and continuing until the end of the Noncompetition Period or the restriction on competition is expressly waived in writing by the Company or one of the conditions described below is no longer met. The bi-weekly payments will be reduced by any bi-weekly amounts of compensation (exclusive of Incentive Compensation) paid to continue Executive as part of compensation on termination under Section 6. If the Company waives the rights created under Section 10(a) after written notice from Executive’s participation , as contemplated in the preceding paragraph, such waiver will not affect the Company’s health and life insurance and retirement plans through obligations to pay Executive compensation on termination under Section 6. (c) The foregoing compensation obligation of the Extended Noncompetition Period. Employee represents and warrants Company is expressly conditioned on the occurrence of each of the following: (1) Executive must have offered a position of employment that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates would involve a violation of the restriction against competition stated in the Business, or otherwise engage in first sentence of Section 10(a) and pay more than any activity employment available to him that would violate not involve a violation of such restriction, and Executive must have given the Company written notice and reasonable evidence of those facts, and the Company must have continued to refuse to waive the restriction; (2) Executive must have aggressively sought employment consistent with his education, abilities, and experience that would not involve violation of the restriction against competition stated in the first sentence of Section 10(a) and those efforts must have been unsuccessful or must have resulted in his obtaining employment paying him less than his Base Salary; (3) Executive must have provided the Company with a written report of his aggressive efforts to find employment and the result of those efforts; and (4) Executive must have informed any prospective employer, prior to accepting employment, of the existence of this Section 1Agreement and provided such prospective employer with a copy.

Agreement Not to Compete. For a period equal to During the term of Employee’s employment with the Company and through the date which is twelve Non-Competition Period (12) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”defined below), the Employee shall not, without the prior written consent within those States of the CompanyUnited States in which the Company conducts its business, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager sells its products or member, directorservices, or otherwiseoffers its products or services for sale, engage, directly or indirectly, compete in any supervisory, managerial or other executive-level capacity, in any business that shall be competitive with any of those business activities in which the Company is engaged as of the date of this Agreement, which business activities consist of the development, marketing, licensing, maintenance, print outsourcing and support of software products or systems used in document automation, nor shall the Employee hire any employee of the Company or its subsidiaries or any subsidiary former employee of the Company in or its subsidiaries during the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior period immediately following such former employee's termination or solicit any employee for the purpose of inducing the employee to terminate his or her employment with the expiration Company or its subsidiaries. In addition, during the Non-Competition Period, the Employee shall not within those States of the Initial Noncompetition PeriodUnited States in which the Company conducts its business, sells its products or services, or offers its services or products for sale, engage, directly or indirectly, in, or have any interest on behalf of himself or others in, any person, firm, corporation or business (whether as a director, agent, security holder, creditor, partner, joint venturer, beneficiary under a trust, investor, consultant or otherwise) that shall be competitive with any of those business activities in which the Company is engaged as of the date of this Agreement, which business activities consist of the development, marketing, licensing, maintenance and agrees support of software products or systems used in document automation; provided, however, that notwithstanding the foregoing, this provision shall not be construed to pay prohibit the ownership of not more than a 5% equity interest in any entity which is engaged in any of the foregoing business activities. The document automation business conducted by Policy Management Systems Corporation as of the date hereof shall be deemed to the Employee, in accordance be competitive with the business activities of the Company for the purposes of this Section 7. In addition, during that part of any Non-Competition Period for which the Employee shall no longer be employed by the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue Employee shall not solicit any customer of the Executive’s participation in Company with which he had contact during the Company’s health and life insurance and retirement plans through Employment Term. If a court determines that the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, foregoing restrictions are too broad or otherwise engage in any activity that would violate this Section 1.unreasonable under applicable law, including with respect to time or territory, the court is hereby requested and authorized by the parties hereto to revise the foregoing restriction to include the maximum restrictions allowable under

Agreement Not to Compete. For a period equal to the term of Employee’s employment with the Company and through the date which is twelve nine (129) months following the Employee’s Date of Termination for any reason (the “Initial Noncompetition Period”), Employee shall not, without the prior written consent of the Company, and whether as employee, principal, agent, shareholder, partner, consultant, advisor, limited liability company manager or member, director, or otherwise, directly or indirectly, compete with the Company or any subsidiary of the Company in the business of manufacturing solar panel encapsulent, or the business of providing consumer product quality assurance services to third parties (collectively, the “Business”). The making or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1.

Agreement Not to Compete. For a period equal The Executive acknowledges that the Company has spent significant time, effort and resources protecting its Confidential Information and customer goodwill. The Executive further acknowledges that the Confidential Information is of significant competitive value to the term Company in the industry in which it competes, and that the use or disclosure, even if inadvertent, of Employeesuch Confidential Information for the benefit of a competitor would cause significant damage to the legitimate business interests of the Company. Accordingly, in order to protect the legitimate business and customer goodwill interests of the Company, to protect that Confidential Information against inappropriate use or disclosure, and in consideration for the Executive’s employment with and the Company benefits provided to the Executive (including, without limitation, the benefits payable to the Executive pursuant to this Agreement), the Executive agrees that during the period commencing on the Effective Date and through ending on the date which that is twelve (12) months following after the Employee’s Date of Termination for any reason of this Agreement (the “Initial Noncompetition Restricted Period”), Employee shall not, without the prior written consent of the Company (which consent shall be exercised in the Company’s sole and absolute discretion) the Executive shall not directly or indirectly (including, and whether without limitation, as an employee, principalofficer, agentdirector, shareholder, partnerowner, consultant, advisor, limited liability company manager or member, directormanager, or otherwise, directly independent contractor) engage in or indirectly, compete with be employed by or otherwise provide services for compensation to any entity that offers the same or substantially similar products or services as the Company or any of its subsidiaries offered or took steps toward offering during the Employment Period., within any state, province or region (whether in the United States or in any country) in which the Company, any subsidiary of the Company in the business of manufacturing solar panel encapsulentCompany, or any affiliate of the business of providing consumer product quality assurance services to third parties Company that is under the common control with the Company (collectively, the “Company Group”) conducts such business as of the Date of Termination (a “Competing Business”). The making foregoing, however, shall not prevent the Executive’s passive ownership of up to five percent (5%) or guarantying of a loan, lease or any other financial arrangement to, with or for any person or entity that engages in any less of the activities described in the preceding sentence shall be deemed a breach of the covenant set forth in the preceding sentence. However, Employee may purchase or own up to 1% of the outstanding stock equity securities of any publicly traded corporation that competes with the Company or any Company Affiliate, but may not be employed by or otherwise participate in the activities of such corporation. For purposes of this agreement, “Company Affiliate” means any entity directly or indirectly controlled by the Company, and also includes STR Holdings, Inc. and any of its direct or indirect subsidiaries. The Company shall have the option to extend the Initial Noncompetition Period for an additional twelve (12) months (the “Extended Noncompetition Period” and, together with the Initial Noncompetition Period, the “Noncompetition Period”); provided, that the Company gives the Executive written notice of such extension at least six (6) months prior to the expiration of the Initial Noncompetition Period, and agrees to pay to the Employee, in accordance with the Company’s regular payroll practice, the Executive’s Annual Base Salary, and to continue the Executive’s participation in the Company’s health and life insurance and retirement plans through the Extended Noncompetition Period. Employee represents and warrants that he does not own, directly, indirectly, in whole or in part, beneficially or otherwise, any company or enterprise that competes with or participates in the Business, or otherwise engage in any activity that would violate this Section 1company.