Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with SuretySeller agrees that, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect during the legitimate business interests of Surety, while you are employed by Surety, and for a 3-year period of 12 months immediately following the date Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of your termination of employment with Suretythe Company Disclosure Schedule, you will notengage, directly or indirectly, without the prior written approval of the Surety’s Board, be in or directly or indirectly employed as an owneracquire, partner, employee, consultant or any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other capacity by, and you will not become a stockholder in, a surety business entity that engages in the United States and Canada manufacturing of nitrogen (a “CompetitorCompeting Business”); provided, however, (i) that such prohibited activity the restrictions contained in this Section 5.12 shall not include restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 52% of the outstanding securities capital stock of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include company engaged in a surety business outside the United States and Canada shouldCompeting Business, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 month period following months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the date most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of your termination of employment with Surety during the Protection PeriodBusiness.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) In furtherance of the ----------------------- sale of the Shares, the HEA Membership Interests and then you compete with Suretythe SMMSLP LP Interests to Buyer hereunder, Surety may suffer irreparable harm Parent covenants and damage. Accordinglyagrees that, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period ending on the fourth anniversary of 12 months following the date Closing Date, neither Parent nor any of your termination its Affiliates (which term for purposes of employment with Surety, you this Section 8.5 shall not include any Person who ----------- may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will notengage, directly or indirectly, without anywhere in the prior written approval world where the Business is conducted by the Companies as of the Surety’s Board, be directly Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or indirectly employed business that includes such conflicting competitive activities is hereinafter referred to as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”"Competitive Business"); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction -------------------- -------- ------- nothing set forth in this Section 8(c8.5 shall prohibit Parent or its Affiliates ----------- from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in Schedule 8.5, ------------ (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is found publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with Section 8.5(b), -------------- or (iv) acquiring the assets or capital stock or other equity interests of any court of competent jurisdiction other Person engaged in such business subject to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic areacompliance with Section 8.5(b); -------------- and provided, it shall be interpreted to extend only over the maximum period of timefurther, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction that nothing set forth in this Section 8(c) 8.5 shall terminate on prohibit -------- ------- ----------- American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the later aggregate of any class or equity interest of any Person engaged in such Competitive Business. (i) Within 90 days of an acquisition as contemplated by Section ------- 8.5(a)(iv) in which the expiration annual revenues for the then most recently completed ---------- fiscal year of the Protection Period Competitive Business exceed $50 million, Parent shall offer to sell the Competitive Business on a debt-free basis to Buyer at a price (the "First Offer Price") equal to the product of (x) the trailing 12 months EBITA of ----------------- the Competitive Business times (y) the EBITA multiple used by Parent or any of ----- its Affiliates in valuing the Competitive Business at the time of acquisition of such business (the "Competitive Business EBITA Multiple"). Parent shall provide ----------------------------------- to Buyer copies of the relevant portions of the acquisition agreement and the relevant supporting documents, if any, relating to its acquisition that includes the Competitive Business. Any such information shall be kept confidential by Buyer and shall not be used for any purpose other than its evaluation of Parent's offer. Within 30 days after receiving Parent's offer, Buyer shall notify Parent whether Buyer (or one of its Affiliates) intends to purchase the Competitive Business (a "Competitive Purchase Notice"). If Buyer notifies --------------------------- Parent that it (or one of its Affiliates) will not purchase the Competitive Business, or if the parties in good faith fail to complete the purchase within 90 days after the date of a Competitive Purchase Notice, then Parent shall use commercially reasonable efforts for the following 12 months (the "Divestiture ----------- Period") to divest itself of the Competitive Business. Under no circumstances ------ shall Parent be required to consummate any transaction for the sale of the Competitive Business at a price less than the product of (x) the Competitive Business EBITA Multiple times (y) the trailing 12 months EBITA of the ----- Competitive Business at the time of such sale. If following the conclusion of the Divestiture Period, Parent has not sold, or entered into an agreement for the sale of, the Competitive Business, Parent shall offer to sell the Competitive Business to Buyer at a price no greater than six times the trailing 12 months EBITA of the Competitive Business at the time of such sale. Buyer shall have 30 days from receipt of Parent's offer to notify Parent whether it intends to purchase the Competitive Business and 90 days thereafter to complete the purchase of the business (or such longer period as may be necessary to comply with any applicable regulatory requirements). (ii) Within 90 days of an acquisition as contemplated by (x) Section ------- 8.5(a)(iii) or (y) Section 8.5(a)(iv) in which the annual revenues for the ----------- ------------------ then most recently completed fiscal year of the Competitive Business exceed $5 million but are no more than $50 million, in each case that is subject to compliance with this Section 8.5(b), Parent shall offer to sell the -------------- Competitive Business on a debt-free basis to Buyer at a price equal to the First Offer Price. The time periods and procedures specified in Section ------- 8.5(b)(i) for Buyer to respond to Parent's offer to sell, and to consummate --------- the sale of, the Competitive Business and to obtain and keep confidential information relating to the business shall also apply to a sale pursuant to this Section 8.5(b)(ii). ------------------ (iii) If Parent or any of its Affiliates acquires the assets or capital stock or other equity interests of any Person engaged in a Competitive Business that does not trigger the sale requirements specified in subsections (i) or (ii) of this Section 8.5(b), Parent shall have no -------------- obligation to comply with the expiration provisions of this Section 8.5(b) until such -------------- time, if any, as the cumulative effect of any acquisitions of a Competitive Business would cause Parent or any of its Affiliates to then hold in the aggregate assets, capital stock or other equity interests of a Competitive Business in excess of the 12 month period following monetary thresholds set forth in subsections (i) or (ii) above. In such event, Parent shall be required to dispose of the date aggregate assets of your termination such Competitive Businesses in accordance with the terms and provisions of employment with Surety during subsection (i) or (ii) of this Section 8.5(b), whichever is applicable, -------------- provided that the Protection PeriodCompetitive Business EBITA Multiple for such purpose -------- shall be equal to the EBITA multiple used by Parent or any of its affiliates in valuing the most recently acquired Competitive Business.

Covenant Not to Compete. If you terminate employment Intel shall not be required to agree to any covenants including without limitation any covenant not to compete or any covenant not to solicit any of the customers, employees or suppliers of any party to the Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “Orbotech Transaction”) pursuant to this Article 29B shall be subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with Surety or if your employment is terminated the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect Orbotech (the legitimate business interests of Surety, while you are employed by Surety“Orbotech Securities”), and for (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Orbotech on a period several (but not joint) basis only. 29C. NO SALE (a) Until the close of 12 business on December 31, 2005, subject to Articles 29C(b) and (c) below and Article 29D below, neither Founder shall make any transfer, assignment, pledge, or other disposal (a “Disposition”) of the issued and outstanding share capital of the Company held by him upon execution of the Star Agreement, and any shares of the Company hereafter acquired by any such Founder as a result of this holding of such shares (collectively referred to as the: “Limited Shares”), either directly or indirectly. (b) Notwithstanding the above, in the event that the Company’s IPO has not occurred prior to the expiration of eighteen months following the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval execution of the Surety’s BoardStar Agreement, (the “Initial Period”) then during each year commencing upon the expiration of the Initial Period, each Founder shall be directly or indirectly employed as entitled to make a Disposition of Limited Shares representing up to an owneraggregate of ten percent (10%) of the Limited Shares held by such Founder (the “10% Allowance”), partnerprovided however that prior to the IPO, employee, consultant or in any other capacity by, and you will the aggregate of such Dispositions shall be not become a stockholder in, a surety business more than twenty five percent (25%) of the Limited Shares in the United States and Canada (aggregate. Any 10% Allowance not sold by a “Competitor”); provided, however, that Founder during any one year may be accumulated by such prohibited activity shall not include the ownership of less than 5% Founder in respect of the outstanding securities of any publicly traded corporation following year or years. (determined by vote or valuec) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction The restrictions set forth in this Section 8(c) is found by any court Article 29C shall expire upon and in connection with the IPO or on the close of competent jurisdiction to be unenforceable because it extends for too long a period business on December 31, 2005, the earlier of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceabletwo. Notwithstanding anything contained Nothing in this Agreement Article shall have any effect upon the requirement to offer any shares sold as part of the 10% Allowance to the contrary, the restriction Offerees as set forth in this Section 8(cArticle 29 or to receive the consent of the Board of Directors to the transfer of any shares to a competitor of the Company (which may be obtained prior to or after offering the shares to the other shareholders) or upon its authority to refuse to consent to the share transfer. 29D. SALE OF SHARES BY THE FOUNDERS Anything to the contrary herein notwithstanding, the sale of shares by the Founders pursuant to the Share Transfer Agreement shall not be subject to the restrictions on transfer set forth in Articles 29 (“Right of First Refusal”), 29A (“Co Sale”) or 29C (“No Sale”). 29E. STAND STILL Notwithstanding anything to the contrary in these Articles, any issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or any other action (including repurchase of any shares of the Company by the Company or by any subsidiary thereof), other than any action in which the provisions of Article 29B (Bring Along) shall terminate on the later of apply, which results in a Strategic Investor (ias defined below) the expiration whether or not a shareholder of the Protection Period Company, holding (together with affiliates, Permitted Transferees, or (iiother parties acting in concert with it) the expiration more than 20% of the 12 month period following voting rights in the date Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for the purposes of your termination such majority, any Strategic Investors and their affiliates and Permitted Transferees or other parties acting in concert with them) and on terms and conditions approved by them. Any of employment with Surety during the Protection Period.transactions set forth in the forgoing sentence not so approved shall be null and void and shall not be registered in the Company’s Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a corporation or other business entity whose business is related to the Company’s business and, who is likely to have a business or technologic interest in the Company’s business, as distinguished from an interest for the sole purpose of financial investment. CALLS

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby (a) Sellers agree that during the Restricted Period, neither Sellers nor any of their Affiliates shall, directly or indirectly, engage, manage, operate, control, finance or have any ownership interest in any firm, corporation, partnership, proprietorship or other Person that engages in, manages or operates a business that competes with the Business (each, a “Competing Business”) anywhere in the world; provided, however, that it shall not be a violation of this Section 5.11(a) for Sellers or any of their respective Affiliates (i) to protect own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange or the legitimate business interests Nasdaq Stock Market (or a recognized securities exchange outside the U.S.) if Sellers or any of Surety, while you their respective Affiliates (x) are employed by Surety, not controlling Persons or members of a group that controls such Person and for a period of 12 months following the date of your termination of employment with Surety, you will (y) do not, directly or indirectly, without the prior written approval own more than 5% or more of the Surety’s Boardvoting securities of such Person, be (ii) to acquire after the Closing, directly or indirectly employed indirectly, the equity or assets of, or otherwise become affiliated with or participate in, any enterprise that derives less than 25% of its total annual revenue from a Competing Business, if Sellers divest, or signs a definitive agreement to divest (and subsequently divests), as an owner, partner, employee, consultant or soon as reasonably practicable (and in any event within 18 months after the closing date of such acquisition), its interest in such enterprise relating to the Competing Business, (iii) to continue operating any of the Excluded Assets or any existing lines of business of AAR CORP. or its Affiliates other capacity bythan the Business, including the operation of the pallet, shelter and container business by AAR Manufacturing, or (iv) to perform the activities contemplated by the Ancillary Agreements. None of the provisions of this Section 5.11(a) shall operate to prohibit, hinder, impede or restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in any Seller or any of its Affiliates (provided that such Seller and its Affiliates as of the date of such transactions shall continue to be subject to the provisions of this Section 5.11(a) after any such transaction). For purposes of this Section 5.11, the term “Affiliate” shall not include any Persons that are individuals. (b) During the period beginning on the Closing Date and ending 18 months after the Closing Date, Sellers shall not, and you will shall cause their Affiliates not become a stockholder into, a surety business in solicit, recruit for hire or hire any senior management, technical, sales, marketing or engineering Transferred Employee other than through general advertising, search firms, employment agencies or general solicitations not specifically targeted at any employees of the United States and Canada (a “Competitor”)Business; provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained nothing in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period prohibit any Seller or (ii) the expiration of the 12 month period following the date of your termination of its Affiliates from soliciting or recruiting for hire any such employee whose employment with Surety during Buyer or its Affiliates (including the Protection PeriodAcquired Companies) has terminated, which termination was not induced, directly or indirectly, by Sellers.

Covenant Not to Compete. If you terminate employment The Employee expressly acknowledges that (i) the Company is and will be engaged in the manufacture of lines of adhesives, sealants and coatings; (ii) the Employee is one of a limited number of persons who has extensive knowledge and expertise relevant to the businesses of the Company, its Subsidiaries and their Affiliates; (iii) the Employee's performance of his services for the Company hereunder will afford him full and complete access to and cause him to become highly knowledgeable about the Company's, its Subsidiaries' and their Affiliates' Confidential Information; (iv) the agreements and covenants contained in this Section 4.5 are essential to protect the business and goodwill of the Company, its Subsidiaries and their Affiliates because, if the Employee enters into any activities competitive with Surety the businesses of the Company, its Subsidiaries and their Affiliates, he will cause substantial harm to the Company or if your employment is terminated by Surety its Subsidiaries and then you compete with SuretyAffiliates; and (v) his covenants to the Company, Surety may suffer irreparable harm its Subsidiaries and damagetheir Affiliates set forth in this Section 4.5 are being made in partial consideration of the Company's grant of the Option to him. Accordingly, you the Employee hereby agree agrees that to protect the legitimate business interests of Surety, while you are he is employed by Surety, the Company hereunder and for a the one (1) year period of 12 months following thereafter (the date of your termination of employment with Surety"NON-COMPETITION PERIOD"), you will not, directly or indirectly, without the prior written approval of the Surety’s Board, be he shall not directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, become employed as an ownerby, partnerrender services to, employee, consultant or in any other capacity by, and you will not become a stockholder manner whatsoever engage in, a surety any business which is competitive with any lines of business actively being engaged in by the Company, its Subsidiaries and their Affiliates or actively (and demonstrably) being considered by the Company, its Subsidiaries and their Affiliates for entry into on the date of the termination of the Employment Period, within any states or geographical regions in which any such line of business is being conducted or in which the Company, its Subsidiaries and their Affiliates is or are actively (and demonstrably) considering engaging in on the date of the termination of the Employment Period. The preceding to the contrary notwithstanding, the Employee shall be free to make investments in the United States and Canada (a “Competitor”); providedpublicly traded securities of any corporation, however, provided that such prohibited activity shall investments do not include the ownership of less amount to more than 51% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business class of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) From and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect after the legitimate business interests of Surety, while you are employed by SuretyClosing, and for a period of 12 months four (4) years following the date of your termination of employment with SuretyClosing Date, you will Seller and its Affiliates, successors or assigns shall not, directly and shall not enter into any agreement to, (i) acquire, lease, purchase, own, operate or indirectlyuse any building, office or other facility or premises located within the 100 mile radius of the City of Chicago (the “Geographic Region”) for the purpose of making loans, accepting deposits, cashing checks, issuing credit cards, debit cards, or prepaid cards, or engaging in all of the businesses in which the Branches are engaged at the Closing Date, which shall be deemed to include, without limitation, provision of brokerage, investment and insurance services, or (ii) use, authorize, license or permit any other Person to use the name “First Bank” (or any variation thereof) for any purpose within the Geographic Region. Notwithstanding the foregoing and subject to the provisions of Section 7.11(d) hereof, the Parties agree that (i) Seller may maintain an office and employees for the purposes of servicing any loan, Commitment, overdraft or other extension of credit that is not a Loan and is originated prior written approval to the Closing (which may include renewing, extending the maturity of, or restructuring such extension of credit), and the Loans that are repurchased from Buyer in accordance with Section 2.6 hereof, and servicing deposits of the Surety’s Board, be directly or indirectly employed Branches that are excluded as an owner, partner, employee, consultant or in any other capacity byDeposits, and you will (ii) maintain an office and employees with respect to any Branch that Buyer has excluded from the Acquisition pursuant to Section 6.12, 6.13, 6.15 or 6.21 hereof and is not become a stockholder in, a surety business in able to acquire the United States and Canada (a “Competitor”)Deposits of which on the Closing Date due to regulatory requirements; provided, however, that such prohibited activity Buyer agrees that (A) the prohibitions contained in this Section 7.11 shall not include the ownership of less than 5% be applicable to a Person that is not an Affiliate of the outstanding securities Seller on the date hereof and that becomes the successor in interest to Seller after the Closing Date if such Person’s banking activities at least one (1) year prior to becoming such successor would, upon becoming such successor, result in such successor being in breach of this Section 7.11(a), and (B) the prohibitions contained in this Section 7.11 shall not apply to the asset-based lending activities (and only the asset-based lending activities) of First Bank Business Capital, Inc. (it being understood that nothing contained herein shall limit any covenant not to compete or other restrictive covenant of First Bank Business Capital, Inc. under the ABL Purchase Agreement). Nothing contained in this Section 7.11 shall be construed to prevent Buyer from seeking and recovering from Seller damages sustained by it as a result of any publicly traded corporation (determined breach or violation by vote or value) regardless Seller of the business covenants or agreements contained herein. (b) It is recognized and hereby acknowledged by the Parties hereto that a breach or violation by Seller of such corporation; any or all of the covenants and provided further agreements contained in this Section 7.11 may cause irreparable harm and damage to Buyer in a monetary amount which may be virtually impossible to ascertain. As a result, Seller recognizes and hereby acknowledges that Buyer shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any breach or violation by Seller or any of its Affiliates, partners or agents, either directly or indirectly, and that such prohibited activity right to injunction shall be expanded cumulative and in addition to include a surety whatever other rights or remedies Buyer may possess hereunder, at law or in equity. (c) The restrictions against competition set forth above are considered by the Parties to be both reasonable and essential to protect the business outside and goodwill of the United States and Canada should, during the term of Branches being acquired by Buyer pursuant to this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any such restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great broad a range of activities or over too broad large a geographic area, it such restriction shall be interpreted and reformed to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement . (d) The rights of Seller under the last sentence of Section 7.10 and the penultimate sentence of Section 7.11(a) hereof shall be subject to the contraryfollowing limitations: Not later than sixty (60) days following the Closing Date, Seller shall apply to, and use its Commercially Reasonable Efforts to obtain from, each Governmental Body as shall be necessary to authorize Seller to close the restriction set forth in this Section 8(c) shall terminate on Rejected Branches and any other banking branch maintained by Seller within the later Geographic Region for the purpose of (i) engaging in the expiration activities described in clauses (X), (Y) and (Z) of the Protection Period last sentence of Section 7.10 or (ii) the expiration activities described in the penultimate sentence of Section 7.11(a). Not later than the 12 month period later to occur of (A) the date that is one (1) year following the date Closing Date and (B) the granting of your termination of employment with Surety authorization from the applicable Government Body to close the applicable Rejected Branch or other banking branch within the Geographic Region, Seller shall close such Rejected Branch or other branch and cease conducting such activities. Nothing contained in this clause (d) shall restrict the Seller seeking another buyer for a Rejected Branch or other banking branch within the Geographic Region during the Protection Periodone-year period subsequent to the Closing Date or from maintaining one or more offices within the Geographic Region not open to the general public for banking business in order to administer and wind down the Excluded Assets and the Excluded Liabilities or any other purpose not expressly prohibited by this Agreement.

Covenant Not to Compete. If you terminate employment In order that Buyers may have and enjoy the full benefit of the Business, Parent agrees that Parent and its Subsidiaries will not, without the written approval of Buyers, (i) engage, directly or indirectly, in any activity involving the manufacture, production, marketing, advertising, distribution or sale of the products of the Business being produced or sold by the Company on the date hereof or on the Closing Date, or any products in the baked goods industry (the "COMPETITIVE PRODUCTS") anywhere in the world (the "COMPETITIVE ACTIVITY"), or (ii) directly or indirectly invest in any equity of or manage, operate or control or become a consultant with Surety respect to any Competitive Activity for any Person that engage in any Competitive Activity for the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the "NONCOMPETITIVE PERIOD"). Notwithstanding the foregoing, nothing contained herein shall limit the right of Parent to hold and make passive investments in securities of any Person that is registered on a national securities exchange or if your employment is terminated by Surety admitted to trading privileges thereon or actively traded in a generally recognized over-the-counter market; provided, that Parent's and then you compete with Suretyany of Parent's Subsidiaries' aggregate beneficial equity interest therein shall not exceed 5% of the outstanding shares or interests in such Person. Except as the parties hereto shall otherwise agree, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following two years after the date of your termination of employment with SuretyClosing Date, you will Parent and its Subsidiaries shall not, directly or indirectly, without hire or solicit to hire any Employee of Existing Sub or Buyers to leave (or cause or seek to cause to leave) the prior written approval employee of Existing Sub or Buyers, provided, that the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you foregoing provision will not become a stockholder in, a surety business in the United States and Canada prevent Parent from hiring any person (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined a) whose employment was terminated by vote Existing Sub or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period Buyers or (iib) the expiration of the 12 month period following the date of your termination who responds to a general solicitation of employment with Surety during the Protection Periodnot specifically directed towards employees of Existing Sub or Buyers.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for (a) For a period of 12 months following five (5) years from the date of your termination of employment with SuretyClosing Date, you each Seller agrees for himself and herself only that he or she will not, directly or indirectly, without (i) engage in the prior written approval school bus transportation business or any business involving mass transportation of students for hire by motor vehicle, or other means of conveyance, as a common carrier, contract carrier, private carrier or otherwise, in New York or New Jersey and/or in any other school district currently serviced by the Buyer or any of its subsidiaries; (ii) engage in the school bus dealership business in New York or New Jersey; (iii) solicit or endeavor to entice away from the Companies, Buyer or any of its subsidiaries any Person who is, or was during the then most recent 6 month period, employed by or associated with the Companies, Buyer of any of their subsidiaries; (iv) solicit or endeavor to entice away from the Companies, Buyer or any of its subsidiaries any person or entity who is, or was within the then most recent 6 month period, a customer, client or prospect of the Surety’s BoardCompanies, the Buyer or any of its subsidiaries, or (v) be directly a member of a partnership or indirectly employed as an ownerstockholder, partnerinvestor, creditor, officer, director, employee, agent, associate or consultant of any person, partnership or corporation which does any of the acts described herein; Buyer and each Seller for himself and herself only acknowledge and agree that the remedies available to the Companies and Buyer at law in the event of a breach by Sellers of any other capacity byof their covenants in this section 5.09 will be inadequate, and you will Buyer and the Companies or any successor shall be entitled to injunctive relief for the enforcement of this section 5.09, in addition to all other remedies which may be available to Buyer or the Companies. (b) Notwithstanding the restrictions set forth in Article 5.07(a)(i), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ may continue to maintain a minority interest in TNT Bus Company provided that he does not become a stockholder in, a surety business participate in the United States day to day management of such company and Canada (a “Competitor”); provided, however, further provided that such prohibited activity shall not include upon the ownership of less than 5% request of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, Buyer given during the term of this Agreementhis employment by the Companies he shall use his reasonable best efforts to dispose of his interest in TNT Bus Company for reasonable consideration. (c) Each Seller covenants and agrees for himself and herself with Buyer that he/she will not at any time, Surety do “substantial” business outside except in performance of their obligations to Buyer hereunder, directly or indirectly, disclose any secret or confidential information that they may learn or have learned by reason of their association with the United States Companies. The term "confidential information" includes information not previously disclosed to the public or to the trade by the Companies' management, or otherwise in the public domain, with respect to products, services, facilities, applications and Canada. Upon your written requestmethods, the Board will determine in its sole discretion whether a business trade secrets and other intellectual property, systems, procedures, manuals, confidential reports, product or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such service price lists, customer lists, technical information, financial information, business plans, prospects or opportunities. Sellers confirm that all confidential information is and on such other factors shall remain the exclusive property of the Companies. All business records, papers and documents kept or made by Sellers relating to the business of the Companies shall be and remain the property of the Companies. (d) A portion of the Base Purchase Price, as provided for in Schedule 5.07(d) shall be allocated to each of the Board may determine. If any restriction set forth Sellers in consideration of the covenants in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period5.07.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree (a) Seller agrees that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period (such period, the “Non-Compete Expiration Date”) between the Closing Date and the earliest to occur of 12 months following (i) the third anniversary of the Closing Date; (ii) the first anniversary of the date of your termination a Buyer Change of employment with SuretyControl; and (iii) the first anniversary of the date of a Seller Change of Control, you will Seller shall not, and shall cause its Affiliates not to, directly or indirectly, without the prior written approval of the Surety’s Boardmanage, be directly operate, control, engage or indirectly employed as an owner, partner, employee, consultant or acquire any ownership interest in any firm, corporation, partnership, proprietorship or other capacity by, and you will not become business entity that engages in a stockholder in, a surety business in competition with Buyer with respect to the United States and Canada Base PM Business, as the Base PM Business has been conducted during the twelve (12) month period preceding the date of this Agreement, on a worldwide basis (each a “CompetitorSeller Competing Business”); provided, however, that such prohibited activity it shall not include be a violation of this Section 7.7(a) for Seller or any of its Affiliates (i) to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange (or a securities exchange outside the ownership U.S.) if Seller or any of less its Affiliates (A) is not a controlling Person or a member of a group that controls such Person and (B) does not, directly or indirectly, own more than 5% of the outstanding voting securities of such Person, (ii) to directly or indirectly acquire any publicly traded corporation Person that includes a Seller Competing Business that, at the time of such acquisition, constituted less than 20% of the assets or revenue of such Person, provided that Seller disposes of such Seller Competing Business within twelve (determined by vote or value12) months after the closing date of such acquisition (regardless of whether such twelve (12) month period extends beyond the Non-Compete Expiration Date) or (iii) provide services pursuant to the Transition Services Agreement. Also, in the event that from the period between the Closing Date until the Non-Compete Expiration Date, Seller completes a business combination transaction with a Person that is engaged in any Seller Competing Business, which transaction results in such Person beneficially owning more than 50% of the voting power of the voting securities of Seller outstanding immediately prior to the consummation of such transaction (a “Seller Change of Control”), such Person and its Affiliates (other than Seller (or the surviving entity of Seller or successor in interest of Seller or its assets) and its Subsidiaries) shall not be subject to the restrictions in this Section 7.7(a) and Buyer and its Affiliates shall not be subject to the restrictions in Section 7.7(b). For avoidance of doubt, nothing in this Section 7.7(a) shall prevent Seller or any of its Affiliates from operating, and it shall not be a violation of this Section 7.7(a) for Seller or any of its Affiliates to operate, the Non-PM Business. (b) Buyer agrees that until the Non-Compete Expiration Date, Buyer shall not, and shall cause its Affiliates not to, directly or indirectly, manage, operate, control, engage or acquire any ownership interest in any firm, corporation; and provided further , partnership, proprietorship or other business entity that such prohibited activity shall be expanded engages in a business in competition with Seller with respect to include a surety business outside the United States and Canada shouldNon-PM Business, as the Non-PM Business has been conducted during the term twelve (12) month period preceding the date of this Agreement, Surety do on a worldwide basis (each a “substantial” business Buyer Competing Business”); provided, however, that it shall not be a violation of this Section 7.7(b) for Buyer or any of its Affiliates (i) to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange (or a securities exchange outside the United States U.S.) if Buyer or any of its Affiliates (A) is not a controlling Person or a member of a group that controls such Person and Canada. Upon your written request(B) does not, directly or indirectly, own more than 5% of the voting securities of such Person, (ii) to directly or indirectly acquire any Person that includes a Buyer Competing Business that, at the time of such acquisition, constituted less than 20% of the assets or revenue of such Person, provided that Buyer disposes of such Buyer Competing Business within twelve (12) months after the closing date of such acquisition (regardless of whether such twelve (12) month period extends beyond the Non-Compete Expiration Date) or (iii) provide services pursuant to the Transition Services Agreement, or use the marks subject of, and pursuant to, the Board will determine Trademark License Agreement. Also, in its sole discretion whether the event that from the period between the Closing Date until the Non-Compete Expiration Date, Buyer completes a business or other entity constitutes combination transaction with a Person that is engaged in any Buyer Competing Business, which transaction results in such Person beneficially owning more than 50% of the voting power of the voting securities of Buyer outstanding immediately prior to the consummation of such transaction (a “Competitor” Buyer Change of Control”), such Person and its Affiliates (other than Buyer (or whether Surety is doing “substantial” business outside the United States surviving entity of Buyer or successor in interest of Buyer or its assets) and Canada; provided that its Subsidiaries) shall not be subject to the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth restrictions in this Section 8(c7.7(b) is found by any court of competent jurisdiction to and Seller and its Affiliates shall not be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement subject to the contraryrestrictions in Section 7.7(a). For avoidance of doubt, the restriction set forth nothing in this Section 8(c7.7(b) shall terminate on prevent Buyer or any of its Affiliates from operating, and it shall not be a violation of this Section 7.7(b) for Buyer or any of its Affiliates to operate the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodPatient Monitoring Business.

Covenant Not to Compete. If you terminate employment (a) In connection with Surety or if your employment is terminated by Surety and then you the transfer of the Business to NEOGEN, for the period from the Closing Date until the fifth anniversary of the Closing Date, SELLERS will not compete with SuretyNEOGEN anywhere in the world in the marketing and sale of products, Surety may suffer irreparable harm assays and damage. Accordinglyservices in the Food Testing Field; provided that (i) SELLERS' marketing and sale of any products, you hereby agree that to protect assays and services in any field outside the legitimate business interests Food Testing Field, including without limitation thereto in the fields of Suretyhuman research, while you are employed by Suretyplant research and animal research, human clinical research and human clinical use, shall be permitted on a worldwide basis and not construed as violating this Section 9.5, and (ii) SELLERS' licensing of any patent rights in any field of use, other than licensing to any third parties (except for any licenses issued in the Food Testing Field pursuant to Gen-Probe Obligations as defined in Exhibit D) in the Food Testing Field of any patent rights licensed exclusively to NEOGEN, shall be permitted on a period worldwide basis and not construed as violating this Section 9.5, and (iii) in the event of 12 months following a purchase of SELLERS by an entity having existing operations in the Food Testing Field before the date of your termination such purchase of employment with SuretySELLERS ("ENTITY"), you will not, directly or indirectly, without the prior written approval continued performance by the ENTITY of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business its operations in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity Food Testing Field shall not include be construed as violating this Section 9.5, provided that the ownership of less than 5ENTITY's last annual total product revenues in the Food Testing Field shall not exceed 10% of the outstanding securities ENTITY's last annual total revenues. (b) NEOGEN acknowledges that this non-compete covenant shall not be construed as violated by any research and development activities outside of the Food Testing Field of SELLERS, either performed internally or with third party collaborators. Section 9.5 shall not preclude SELLERS from holding, as a passive investment, not more than five percent (5%) of any class of securities, which class is publicly traded corporation (determined by vote on a U.S. securities exchange or value) regardless the NASDAQ National Market, of the business of such any corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreementpartnership, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodoperations directly competitive with NEOGEN.

Covenant Not to Compete. If you terminate employment with Surety or if your employment 10.4.1. As an inducement to SAVVIS to enter into this Agreement, which Customer acknowledges is terminated by Surety of benefit to it, and then you compete with Suretyin consideration of the promises and representations of SAVVIS under this Agreement, Surety may suffer irreparable harm Customer covenants and damage. Accordingly, you hereby agree agrees that to protect during the legitimate business interests term of Surety, while you are employed by Surety, this Agreement and for a period of 12 months following the date five years thereafter, neither Customer nor any of your termination of employment with Surety, you will notits successors or assigns will, directly or indirectly, without the prior written approval of the Surety’s Boardengage in, be directly or indirectly employed as an owner, partner, employee, consultant or have any interest in any other capacity byperson, and you will not become a stockholder firm, corporation or other entity engaged in, a surety any business activities anywhere in the United States and Canada (a “Competitor”)world competitive with or similar or related to the packet-data transport network services provided by SAVVIS under this Agreement; provided, however, that (i) Customer shall be free to continue to use the Call Assets and the satellite networks currently used by Customer, until such prohibited activity Call Assets or satellite networks have been acquired by SAVVIS, SAVVIS Communications or Affiliates of SAVVIS Communications, and (ii) Customer shall be free to make passive investments in securities of companies that provide network services in competition with SAVVIS which, in the case of any such security, does not include the ownership of less constitute more than 5% ten percent (10%) of the total outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business amount of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determinesecurity. 10.4.2. If any restriction set forth court or tribunal of competent jurisdiction shall refuse to enforce one or more of the covenants in this Section 8(c) 10.4 because the time limit applicable thereto is found by deemed unreasonable, it is expressly understood and agreed that such covenant or covenants shall not be void but that for the purpose of such proceedings such time limitation shall be deemed to be reduced to the extent necessary to permit the enforcement of such covenant or covenants. 10.4.3. If any court or tribunal of competent jurisdiction shall refuse to be unenforceable because it extends for too long a period enforce any or all of time or over too great a range of activities or over too broad a the covenants in this Section 10.4 because, taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed between the parties hereto that such covenant or covenants shall not be void but that for the purpose of such proceedings the restrictions contained therein (whether as to geographic area, scope of business or otherwise) shall be interpreted deemed to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement reduced to the contrary, extent necessary to permit the restriction set forth in this Section 8(c) shall terminate on enforcement of such covenant or covenants. 10.4.4. Customer specifically acknowledges and agrees that the later foregoing covenants are commercially reasonable and reasonably necessary to protect the interests of (i) SAVVIS hereunder. Customer hereby acknowledges that SAVVIS and its successors and assigns will suffer irreparable and continuing harm to the expiration extent that any of the Protection Period or (ii) foregoing covenants is breached and that legal remedies would be inadequate in the expiration event of the 12 month period following the date of your termination of employment with Surety during the Protection Periodany such breach.

Covenant Not to Compete. If you terminate employment Intel shall not be required to agree to any covenants including without limitation any covenant not to compete or any covenant not to solicit any of the customers, employees or suppliers of any party to the Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “Orbotech Transaction”) pursuant to this Article 29B shall be subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with Surety or if your employment is terminated the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect Orbotech (the legitimate business interests of Surety, while you are employed by Surety“Orbotech Securities”), and for (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Orbotech on a period several (but not joint) basis only. 29C. NO SALE (a) Until the close of 12 business on December 31, 2005, subject to Articles 29C(b) and (c) below and Article 29D below, neither Founder shall make any transfer, assignment, pledge, or other disposal (a “Disposition”) of the issued and outstanding share capital of the Company held by him upon execution of the Star Agreement, and any shares of the Company hereafter acquired by any such Founder as a result of his holding of such shares (collectively referred to as the: “Limited Shares”), either directly or indirectly. (b) Notwithstanding the above, in the event that the Company’s IPO has not occurred prior to the expiration of eighteen months following the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval execution of the Surety’s BoardStar Agreement, (the “Initial Period”) then during each year commencing upon the expiration of the Initial Period, each Founder shall be directly or indirectly employed as entitled to make a Disposition of Limited Shares representing up to an owneraggregate of ten percent (10%) of the Limited Shares held by such Founder (the “10% Allowance”), partnerprovided however that prior to the IPO, employee, consultant or in any other capacity by, and you will the aggregate of such Dispositions shall be not become a stockholder in, a surety business more than twenty five percent (25%) of the Limited Shares in the United States and Canada (aggregate. Any 10% Allowance not sold by a “Competitor”); provided, however, that Founder during any one year may be accumulated by such prohibited activity shall not include the ownership of less than 5% Founder in respect of the outstanding securities of any publicly traded corporation following year or years. (determined by vote or valuec) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction The restrictions set forth in this Section 8(c) is found by any court Article 29C shall expire upon and in connection with the IPO or on the close of competent jurisdiction to be unenforceable because it extends for too long a period business on December 31, 2005, the earlier of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceabletwo. Notwithstanding anything contained Nothing in this Agreement Article shall have any effect upon the requirement to offer any shares sold as part of the 10% Allowance to the contrary, the restriction Offerees as set forth in this Section 8(cArticle 29 or to receive the consent of the Board of Directors to the transfer of any shares to a competitor of the Company (which may be obtained prior to or after offering the shares to the other shareholders) or upon its authority to refuse to consent to the share transfer. 29D. SALE OF SHARES BY THE FOUNDERS Anything to the contrary herein notwithstanding, the sale of shares by the Founders pursuant to the Share Transfer Agreement shall not be subject to the restrictions on transfer set forth in Articles 29 (“Right of First Refusal”), 29A (“Co Sale”) or 29C (“No Sale”). 29E. STAND STILL Notwithstanding anything to the contrary in these Articles, any issuance of securities by the Company, and any sale, transfer, pledge, encumbrance or other disposal of any of the securities of the Company (by the Company or any shareholder), or any other action (including repurchase of any shares of the Company by the Company or by any subsidiary thereof), other than any action in which the provisions of Article 29B (Bring Along) shall terminate on the later of apply, which results in a Strategic Investor (ias defined below) the expiration whether or not a shareholder of the Protection Period Company, holding (together with affiliates, Permitted Transferees, or (iiother parties acting in concert with it) the expiration more than 20% of the 12 month period following voting rights in the date Company, is prohibited unless approved in writing in advance by the Majority Preferred Shareholders (excluding, for the purposes of your termination such majority, any Strategic Investors and their affiliates and Permitted Transferees or other parties acting in concert with them) and on terms and conditions approved by them. Any of employment with Surety during the Protection Period.transactions set forth in the forgoing sentence not so approved shall be null and void and shall not be registered in the Company’s Shareholders Register. For purpose hereof a “Strategic Investor” shall mean a corporation or other business entity whose business is related to the Company’s business and who is likely to have a business or technologic interest in the Company’s business, as distinguished from an interest for the sole purpose of a financial investment. CALLS

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) Seller and then you compete with Suretyeach Seller Sub covenant and agree that, Surety may suffer irreparable harm and damage. Accordinglyexcept as permitted under this Section 5.04, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following three years after the date of your termination of employment with SuretyClosing Date, you it will not, directly or indirectlyand, without in the prior written approval case of Seller, will cause its Subsidiaries not to, engage in the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or Business anywhere in any the world other capacity by, and you will not become a stockholder in, a surety business in than the United States of America, its territories and Canada possessions and the Excluded Territories; provided, however, that (i) nothing herein shall be construed to prevent Seller from owning as a “Competitor”passive investor up to five percent (5%) in any person that engages in the Business, and (ii) Seller's having entered into the Excluded Agreement shall not constitute a violation of this Section 5.04. (b) It is the desire and intent of the parties that the provisions of this Section 5.04 shall be enforced to the fullest extent permitted under the laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 5.04 is unenforceable, such court shall have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to only apply with respect to the operation of this Section 5.04 in the jurisdiction of the court that has made the adjudication. (c) The parties acknowledge and agree that the restrictions contained in this Section 5.04 are a reasonable and necessary protection of the immediate interest of Buyer, and any violation of these restrictions would cause substantial injury to Buyer and Buyer would not have entered into this Agreement without receiving the additional consideration offered by Seller and the Seller Subs in binding itself to these restrictions. In the event of a breach or a threatened breach by Seller or any of its Subs of these restrictions, Buyer shall be entitled to apply to any court of competent jurisdiction for an injunction restraining such person from such breach or threatened breach (without the necessity of providing the inadequacy of money damages as a remedy); provided, however, that such prohibited activity the right to apply for injunctive relief shall not include the ownership of less than 5% of the outstanding securities of be construed as prohibiting Buyer from pursuing any publicly traded corporation (determined by vote other available remedies for such breach or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodthreatened breach.

Covenant Not to Compete. If you terminate employment Employee acknowledges that during the course of Employee’s employment, Employee will acquire proprietary and confidential information about Employer’s business, including, but not limited to the activities of the REIT, the REIT’s investors, and other information, some of which may be of independent economic value, is not available to the public, and is protected by specific efforts of Employer. Such proprietary and confidential information may be regarded by Employer as trade secrets. Employee further acknowledges that he will be responsible for contacting and developing relationships with Surety or if your employment is terminated by Surety Employer’s investors and then you compete with Surety, Surety may suffer irreparable harm and damageothers critical to its business. Accordingly, you hereby agree that In order to protect the legitimate business interests of SuretyEmployer’s critical interest in these relationships and information, while you are employed by SuretyEmployee covenants as follows: 11.1 Employee agrees that upon a termination for Cause or a resignation but not a Resignation for Good Reason, and for a period of 12 twelve months following the date last day of your termination Employee’s employment, Employee will not compete with Employer by engaging, in a competitive capacity, in any activity competitive with Employer, within a 30-mile radius of employment any of Employer’s offices at which Employee worked within the one-year period preceding the last day of his employment. 11.2 Employee agrees that competition shall include engaging, in a competitive capacity, in competitive activity, either as an individual, as a partner, as a joint venturer with Suretyany other person or entity, you will notor as an employee, directly agent, representative, or indirectlycontractor of any other person or entity, without or otherwise being associated in a competitive capacity with any entity or person who or which competes with Employer 11.3 If any provision of this paragraph 11 relating to the prior written approval time period or scope of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity restrictive covenants shall be expanded to include declared by a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a exceed the maximum time period of or scope, as applicable, that such court deems reasonable and enforceable, said time period or over too great a range of activities or over too broad a geographic area, it scope shall be interpreted deemed to extend only over be, and thereafter shall become, the maximum time period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in greatest scope that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination. 11.4 Employer and Employee have examined this Covenant Not to Compete and agree that the contrary, the restriction set forth restraint imposed upon Employee is reasonable in this Section 8(c) shall terminate on the later of (i) the expiration light of the Protection Period or (ii) the expiration legitimate interests of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodEmployer and it is not unduly harsh upon Employee’s ability to earn a livelihood.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety(a) Seller agrees, Surety may suffer irreparable harm and damage. Accordinglyto the maximum extent not violative of applicable Law, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months four (4) years following the date of your termination of employment with SuretyClosing Date, you Seller will not, and will not permit any of its Affiliates, to engage anywhere in the world in the Restricted Business provided, however, that nothing herein shall be construed to prevent Seller or its Affiliates from (w) owning, directly or indirectly, without up to 5% of a class of equity securities issued by any Person engaged in the prior written approval Restricted Business that is publicly traded or listed on any securities exchange or automated quotation system; (x) conducting any business conducted by them on the Closing Date (other than those conducted through the Transferred Companies, with the exception of the Surety’s BoardWafer Reclaim Business, be directly the Pigments Business and the Additives Business), including, without limitation, the Chemetall Business, the Wafer Reclaim Business, the Pigments Business and the Additives Business, (y) the business carried on by Rockwood Electronic Materials SAS as of the Closing Date or indirectly employed as an owner(z) acquiring any Entity or business, partner, employee, consultant or in any other capacity by, and you will which is not become a stockholder in, a surety business substantially engaged in the United States and Canada (a “Competitor”)Restricted Business; provided, however, that such prohibited activity shall not include the ownership of less if more than 515% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless revenues of the acquired Entity or business is attributed to the Restricted Business, Seller will or will cause its applicable Affiliate, as the case may be, to use reasonable efforts to dispose of such corporation; and provided further portion of such Entity or business to the extent that it engages in the Restricted Business within twelve (12) months of the consummation of such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term acquisition by Seller or such Affiliate. For purposes of this AgreementSection 4.13(a), Surety do “substantialnot substantially engaged in the Restricted Business” shall mean that no more than 30% of the revenue derived from the last complete fiscal year of such acquired Entity or business outside (calculated on a consolidated basis) was attributed to the United States Restricted Business. (b) For a period of 18 months year from and Canada. Upon your written requestafter the Closing Date, Seller shall not, and shall cause its Affiliates not to solicit any Business Employees to leave employment with the Board Transferred Companies; provided, however, this paragraph (b) will determine not prohibit Seller or its Affiliates from making generalized searches for employees by the use of advertisements in its sole discretion whether a business the media (including trade media, newspapers or other entity constitutes a “Competitor” internet advertising) or whether Surety is doing “substantial” business outside by engaging search firms to engage in searches, in each case, that are not targeted or focused on the United States employees of the Transferred Companies. (c) The provisions of paragraphs (a) and Canada; provided (b) of this Section 4.13 will apply only to Rockwood Holdings, Inc. and entities Controlled by Rockwood Holdings, Inc. (d) Seller acknowledges and agrees that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction covenants set forth in this Section 8(c4.13 are reasonable in geographical and temporal scope and in all other respects. (e) is found by The covenants and undertakings contained in this Section 4.13 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 4.13 will cause irreparable injury to Buyer, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 4.12 will be inadequate. Therefore, Buyer will be entitled to seek a temporary and permanent injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach of this Section 4.13. The rights and remedies provided by this Section 4.13 are cumulative and in addition to any other rights and remedies which Buyer may have hereunder or at law or in equity. (f) If any court of competent jurisdiction determines that any provision included in this Section 4.13 is unenforceable, such court will have the power to reduce the duration or scope of such provision, as the case may be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic areaand, it in reduced form, such provision shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in It is the intention of the parties hereto that the foregoing restrictions shall not be terminated, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Agreement to in the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration jurisdiction of the Protection Period or (ii) court that has made the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodadjudication.

Covenant Not to Compete. If you terminate employment with Surety From and after the Closing Date and until the fifth (5th) anniversary of the Closing Date, neither the Parent nor any of the Parent Affiliates shall, within the United States or if your employment is terminated by Surety Canada, engage in any Competing Business. The Parent hereby represents and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree warrants that it does not presently intend to protect the legitimate business interests of Surety, while you are employed by Suretyenter into any Competing Business, and for a period of 12 months following the date of your termination of employment with Surety, you will notcovenants that it shall not take any action, directly or indirectly, without intended to enable it to avoid its obligations under this Section 6.13. Notwithstanding the foregoing: (a) the Parent and the Parent Affiliates may: (x) acquire any Person less than 10% of whose consolidated revenue is derived from a Competing Business, provided, that, if such Person was not engaged in a Competing Business prior written approval to such acquisition, such Person shall not engage in any Competing Business following such acquisition or (y) acquire any Person more than 10% of whose consolidated revenue is derived from a Competing Business, provided, that, such Person divests or otherwise disposes of all or a portion of such Competing Business such that less than 10% of such Person's consolidated revenue is derived from a Competing Business on the date that is six (6) months after the consummation of such acquisition (and, for the avoidance of doubt, the foregoing 10% consolidated revenue limitations shall refer only to the consolidated revenue of the Surety’s Boardtop tier entity acquired in any such acquisition, and not to the consolidated revenue of any Subsidiary thereof on a stand-alone basis) and Purchasers are given a right of first refusal on any such divestiture or disposal of a Competing Business; (b) the restrictions of this Section 6.13 shall not apply to (x) the Parent or any of the Parent Affiliates in the event the Parent becomes a Controlled Subsidiary of any third party other than a Competitor, (y) any Parent Affiliate that is not engaged in the business of ATM Management Services in the event that such Parent Affiliate becomes a Controlled Subsidiary of any third party or (z) any Parent Affiliate that is engaged in the business of ATM Management Services in the event that such Parent Affiliate becomes a Controlled Subsidiary of any third party other than a Competitor; (c) the restrictions on transactions involving a Competitor that are described in subclauses (b)(x) and (b)(z) above shall not apply on and after the third (3rd) anniversary of the Closing Date; and (d) the Parent acknowledges and agrees that, due to the unique nature of the non-compete provision described in this Section 6.13, there can be no adequate remedy at law for any breach of its obligations under Section 6.13, that any breach of the provisions of Section 6.13 may result in irreparable harm to the Purchasers, and therefore, that upon any such breach or any threat thereof, the Purchasers shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Parent from any loss or harm, including, without limitation, reasonable attorneys' fees, in connection with any breach or enforcement of the Parent's obligations hereunder. For purposes of this Section 6.13, Parent is a "Controlled Subsidiary" of another Person if such second Person directly or indirectly employed as an ownerowns 50% or more of the voting securities of Parent and a Parent Affiliate is a "Controlled Subsidiary" of another Person if such second Person directly or indirectly (i) owns 50% or more of the voting securities of such Parent Affiliate, partner, employee, consultant (ii) has the right to appoint a majority of the board of directors of such Parent Affiliate or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less iii) owns more than 525% of the outstanding voting securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; Parent Affiliate and provided further that has controlling influence over such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodParent Affiliate.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated In light of the extensive knowledge possessed by Surety Sellers and then you compete with Surety, Surety may suffer irreparable harm their respective Affiliates in respect of the Acquired Companies and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by SuretyBusiness, and for good and valuable consideration which the Parties acknowledge, it is mutually agreed that, for the period commencing at the Closing and ending on the second (2nd) anniversary of the Closing Date (the “Non-Compete Period”), none of the Parent Entities shall engage (including through the provision of management, advisory or technical services or through a period joint venture or partnership) in the Business, anywhere in the world (“Competitive Activities”) without the prior written consent of 12 months following Buyer; provided, that each Parent Entity may engage in any business or activity (and natural evolutions thereof) conducted or engaged in by Parent or its Affiliates prior to July 25, 2013. Notwithstanding the date foregoing, Buyer hereby agrees that (a) the foregoing covenant shall not be deemed breached as a result of your termination the ownership by the Parent Entities (i) of employment with Surety, you will notthe stock of a Person engaged, directly or indirectly, without in Competitive Activities if owned by a pension fund managed by a Parent Entity; (ii) of less than an aggregate of ten percent (10%) of the stock of a Person engaged, directly or indirectly, in Competitive Activities (such Person, a “Competing Person”); or (iii) of the stock of a Competing Person if the revenues derived from such Competitive Activities do not exceed ten percent (10%) of gross annual revenues of such Competing Person for the most recently completed fiscal year, and (b) any acquisition by a Parent Entity of a Competing Person who derives more than ten percent (10%) but no more than forty percent (40%) of its gross annual revenues for the most recently completed fiscal year from Competitive Activities shall not require the prior written approval consent of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of Buyer if (i) the expiration applicable Parent Entity takes steps to divest as promptly as reasonably practicable the portion of such Competing Person’s business engaged in the Protection Period or Competitive Activities and (ii) the expiration Parent gives notice to Buyer of the 12 month period following proposed divestiture and an opportunity to participate in the date of your termination of employment with Surety during the Protection Perioddivestiture process.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety Each of the Seller Parties covenants and then you compete with Suretyagrees that, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period commencing on the Closing Date and expiring on the second (2nd) anniversary of 12 months following the date Closing Date (the "Restricted Period"), none of your termination of employment with Surety, you will notthe Seller Parties will, directly or indirectly, without own, manage, operate, franchise, license, control or engage or participate in the prior written approval of the Surety’s Boardownership, management, operation, franchising, licensing, or control of, or be directly or indirectly employed connected as an ownera stockholder, agent, partner, joint venturer, employee, officer, director, consultant or otherwise with, any Person which engages in any other capacity by, and you will not become a stockholder in, a surety the quick-service hamburger restaurant business in the United States and Canada Territory (a “Competitor”"Competitive Action"); provided, however, that such prohibited activity none of the following activities shall not include constitute a violation of this Section 6.10: (i) the acquisition or ownership by the Seller Parties or their Affiliates of less than 5% two percent (2%) of the outstanding securities shares of any Person engaged in the quick-service hamburger restaurant business whose shares are publicly traded corporation on a national securities exchange; or (determined ii) the offering of hamburger products to customers as a menu item by vote or valueany Existing Concept; or (iii) regardless the operation by the Retained Group of any Hardee's Restaurant pursuant to a License Agreement with Hardee's. In the event that the Buyer ascertains the start of a Competitive Action on the part of any such Persons, Buyer shall be entitled to obtain injunctive relief without any objection from any of the business of such corporation; Seller Parties or their respective Subsidiaries and provided Affiliates. The parties hereto further that such prohibited activity shall be expanded to include agree that, if a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction determines that this covenant is unenforceable in any respect, the remainder of this covenant shall not thereby be affected and shall be given full effect, without regard to any invalid portions, and this covenant may be unenforceable because modified by such court in any necessary respect in order to render it extends for too long a period enforceable in its least reduced form. If the courts of time any one or over too great a range of activities or over too broad a geographic areamore jurisdictions determine that this covenant is unenforceable, it shall be interpreted is the intention of Buyer, on the one hand, and the Seller Parties, on the other hand, that such determination not bar or in any way affect Buyer's right to extend only over the maximum period relief provided above in the courts of time, range of activities or geographic area any other jurisdiction as to which breaches of this covenant in such other respective jurisdiction, it may be enforceable. Notwithstanding anything contained in this Agreement to being the contraryintention of Buyer, the restriction set forth in this Section 8(c) shall terminate on the later of (i) one hand, and the expiration of Seller Parties, on the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodother hand, that this covenant be considered a separate and independent covenant insofar as it relates to each such jurisdiction.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated a) In consideration of the Purchaser's consummation of the transactions contemplated by Surety this Agreement and then you compete with Suretyfor other good and valuable consideration, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following three (3) years from and after the date Closing Date, each of your termination the Seller and its Major Shareholder, will not, directly or indirectly (whether as an owner, proprietor, partner, shareholder, officer, employee, independent contractor, director, joint venturer, consultant, lender or investor), solicit or engage in the Prohibited Business. For purposes of employment this Section 4.03, the "PROHIBITED BUSINESS" means offering to provide or providing any product or service competitive with Suretythe Business, you will anywhere in the world. The parties agree that this Section 4.03 shall not prohibit the ownership by the Seller or its Major Shareholder, solely as an investment, of securities of a person engaged in the Prohibited Business if (i) the Seller or its Major Shareholder is not an "affiliate" (as such term is defined in Rule 405 promulgated under the Securities Act of 1933) of the issuer of such securities, (ii) such securities are publicly traded on a national securities exchange and (iii) the Seller or its Major Shareholder does not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less beneficially own more than 5% of the outstanding class of which such securities of any publicly traded corporation (determined by vote or value) regardless are a part. Each of the Seller and its Major Shareholder acknowledges and agrees that the limitations imposed by this Section 4.03 (a) are necessary to protect legitimate business interests of the Purchaser and the Purchaser's rights to use and benefit from the goodwill, Intellectual Property and Confidential Information that has been acquired by the Purchaser pursuant hereto and that the limitations as to time, geographic area, and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the aforementioned goodwill, Intellectual Property, Confidential Information and other business interests of the Purchaser acquired herein. b) For a period of three (3) years from and after the Closing Date, each of the Seller and its Major Shareholder shall not, directly or indirectly, (i) discourage any person from accepting employment with the Purchaser or any Affiliate of the Purchaser or (ii) hire or solicit the employment or services of, or cause or attempt to cause to leave the employment or service of the Purchaser or any Affiliate of the Purchaser, any Person who or which is employed by, or otherwise engaged to perform services for, the Purchaser or any affiliate of the Purchaser (whether in the capacity of employee, consultant, independent contractor or otherwise) or who is offered a position by the Purchaser in connection with the transactions contemplated hereby. c) The parties hereby agree that if either the Seller or its Major Shareholder violates this Section 4.03, it would be difficult to determine the entire cost, damage or injury, which the Purchaser and its Affiliates would sustain. Each of the Seller and its Major Shareholder acknowledges that if it violates this Section 4.03, the Purchaser will have no adequate remedy at law and in that event, in addition to Purchaser's rights under Section 9.07, Purchaser may obtain a monetary judgment against the Seller or its Major Shareholder, as applicable, for any damage caused to the Purchaser or its Affiliates that may result from any breach by such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term party of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determineSection 4.03. If any restriction set forth in this Section 8(c) is found by any the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4.03 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic areareduce the scope, it shall be interpreted to extend only over the maximum period of time, range of activities duration or geographic area as of the term or provision, to which it may be enforceable. Notwithstanding anything contained in this Agreement delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the contraryintention of the invalid or unenforceable term or provision, the restriction set forth in and this Section 8(c) 4.03 shall terminate on the later of (i) be enforceable as so modified after the expiration of the Protection Period or (ii) time within which the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodjudgment may be appealed.

Covenant Not to Compete. If you terminate employment (a) The Seller has had access to and become familiar with Surety various trade secrets consisting of, but not limited to, financial statements, processes, computer programs, compilations of information, records, sales procedures, customer requirements, customer lists and other confidential information (collectively referred to as the "Trade Secrets"), which have been used in the operation of the business of the Sky Division. After the Closing Date, the Seller shall not use in any way or if your employment is terminated by Surety and then you compete with Suretydisclose any of the Trade Secrets, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months directly or indirectly. (b) Until two years following the date of your termination of employment with SuretyClosing Date (the "Non-competition Period"), you will the Seller and its Affiliates shall not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity bycapacity, and you will not become a stockholder in, a surety business in within the United States and Canada (a “Competitor”); providedCanada, howeverinvest or engage in any business that is in competition with that of the Sky Division as of the date hereof and the Closing Date. Notwithstanding the foregoing, that such prohibited activity shall not include the ownership no owner of less than 5% of the outstanding securities capital stock of any publicly traded corporation (determined shall be deemed to engage solely by vote reason of such ownership in any such business. In addition, in the event that the Seller or value) regardless any of its Affiliates acquires a business that is in competition with that of the Sky Division, then the Seller will not be in breach of this Section 7.6(b) if the Seller or such Affiliate offers to sell to the Buyer or its Affiliates such competing business and negotiates in good faith with the Buyer with respect thereto for a period of at least ninety (90) days (it being agreed that such acquisition may involve assets or businesses which are not in competition with the Sky Division, in which case such assets or businesses shall be exempt in all respects from this Section 7.6). If such transaction with respect to such competing business is not consummated between the Seller and the Buyer or their Affiliates, the Seller or its Affiliate shall use commercially reasonable efforts to dispose of such corporation; competing business within one year from the acquisition thereof. The Buyer also acknowledges that Corporacion Durango, through one or more of its Subsidiaries, (i) operates paper ▇▇▇▇▇ and provided further that such prohibited activity shall be expanded to include a surety business outside other businesses in the United States and Canada should, during the term that its engaging in any such activities shall not constitute a violation of this Agreement, Surety do “substantial” business outside Section 7.6 and (ii) currently ships products to customers in the United States and Canada. Upon your written requestthat continuing to ship products to those established customers shall not constitute a violation of this Section 7.6. (c) During the Non-competition Period, the Board will determine Seller and its Affiliates shall not, on their own behalf or on behalf of any other Person, hire or solicit or in its sole discretion whether a business any manner attempt to influence or other entity constitutes a “Competitor” induce any Active Employee to leave the employment of the Buyer, nor use or whether Surety is doing “substantial” business outside disclose to any Person any information concerning the United States names and Canada; provided addresses of such employee for such purpose. (d) The Seller agrees that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction agreements set forth in this Section 8(c) is found each constitute separate agreements independently supported by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it good and adequate consideration and shall be interpreted severable from the other provisions of, and shall survive, this Agreement. The existence of any claim or cause of action of the Seller against the Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to extend only over the maximum period enforcement by the Buyer of time, range the covenants and agreements of activities or geographic area as to which it may be enforceable. Notwithstanding anything the Seller contained in this Agreement Section. (e) The Seller acknowledges and recognizes that the enforcement of the provisions of this Section is necessary to ensure the preservation and continuity of the business and good will of the Sky Division. The Seller further agrees that due to the contrarynature of such business, the restriction noncompetition restrictions set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodare reasonable as to time and geographic area.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) In furtherance of the Merger and then you compete with Suretythe transactions contemplated hereby, Surety may suffer irreparable harm Moon covenants and damage. Accordinglyagrees that, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following beginning on the Effective Date and ending on the date that is five years after the Closing Date, neither Moon nor any of your termination its Subsidiaries shall, without the prior written consent of employment with SuretyClover, you will notengage, directly or indirectly, in the SpinCo Business as conducted as of the Closing Date (the “Restricted SpinCo Business”) in the territories in which the SpinCo Business operates on the Effective Date. Notwithstanding anything to the contrary in the foregoing: (i) nothing in this Section 7.23(a) shall prohibit Moon or its Subsidiaries from engaging in the businesses conducted by Moon or its Subsidiaries (excluding the SpinCo Business) on the Closing Date; (ii) nothing set forth in this Section 7.23(a) shall prohibit Moon or its Subsidiaries from owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in the Restricted SpinCo Business; (iii) nothing set forth in this Section 7.23(a) shall prohibit Moon or its Subsidiaries from being acquired in whole or in-part (in one transaction or a series of transactions, and whether through any merger, reorganization, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution or otherwise) by, or engaging in a business combination, merger-of-equals or similar transaction (regardless of the structure of such transaction) with, any Person (other than an Affiliate of Moon or its Subsidiaries) and this Section 7.23(a) shall cease to have any force and effect following such acquisition; (iv) Moon may directly or indirectly acquire (in one transaction or a series of transactions, and whether through any merger, reorganization, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or otherwise) any interest in or securities of any Person that derived no more than 20% of its total revenues in its most recently completed fiscal year from activities that constitute Restricted SpinCo Business; and For the avoidance of doubt, Moon and its Subsidiaries may perform their obligations under this Agreement and the Transaction Documents. (b) In furtherance of the Merger and the transactions contemplated hereby, Clover covenants and agrees that, for a period beginning on the Effective Date and ending on the date that is five years after the Closing Date, neither Clover nor any of its Subsidiaries shall, without the prior written approval consent of Moon, engage, directly or indirectly, in the HVAC and refrigeration businesses of Moon as conducted as of the Surety’s BoardClosing Date (the “Restricted Moon Business”) in the territories in which the Moon Business operates on the Effective Date. Notwithstanding anything to the contrary in the foregoing; (i) nothing in this Section 7.23(b) shall prohibit Clover or its Subsidiaries from engaging in the businesses conducted by Clover or its Subsidiaries (including the SpinCo Business) on the Closing Date; (ii) nothing set forth in this Section 7.23(b) shall prohibit Clover or its Subsidiaries from owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in the Restricted Moon Business; (iii) nothing set forth in this Section 7.23(b) shall prohibit Clover or its Subsidiaries from being acquired in whole or in-part (in one transaction or a series of transactions, be and whether through any merger, reorganization, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution or otherwise) by, or engaging in a business combination, merger-of-equals or similar transaction (regardless of the structure of such transaction) with, any Person (other than an Affiliate of Clover or its Subsidiaries) and this Section 7.23(b) shall cease to have any force and effect following such acquisition; (iv) Clover may directly or indirectly employed acquire (in one transaction or a series of transactions, and whether through any merger, reorganization, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or otherwise) any interest in or securities of any Person that derived no more than 20% of its total revenues in its most recently completed fiscal year from activities that constitute Restricted Moon Business; and For the avoidance of doubt, Clover and its Subsidiaries may perform their obligations under this Agreement and the Transaction Documents. (c) Moon and Clover acknowledge and agree that the covenants included in this Section 7.23 are, taken as an ownera whole, partner, employee, consultant reasonable in their geographic and temporal coverage and Moon shall not raise any issue of geographic or temporal reasonableness in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”)proceeding to enforce such covenant; provided, however, that if the provisions of this Section 7.23 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such prohibited activity provisions shall be deemed reformed in such jurisdiction to the minimum extent required by applicable Law to cure such problem. Moon and Clover acknowledge and agree that in the event of a breach by Moon or Clover, as applicable, of the provisions of this Section 7.23, monetary damages shall not include constitute a sufficient remedy. Consequently, in the ownership of less than 5% of the outstanding securities event of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; breach, Moon and provided further that such prohibited activity shall be expanded Clover may, in addition to include a surety business outside the United States any other rights and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine remedies existing in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you favor, apply to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of law or equity of competent jurisdiction for specific performance and/or preliminary and final injunctive relief or other relief in order to be unenforceable because it extends for too long a period of time enforce or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration prevent any violation of the Protection Period provisions hereof, without the necessity of proving actual damages or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodposting a bond.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for (a) For a period of 12 months following three (3) years after the date of your termination of employment with Surety, you will not, directly or indirectlyClosing Date, without the prior written approval consent of the Surety’s Board, be Purchaser none of the Seller nor any of its Affiliates will directly or indirectly employed as an owner(whether through any partnership of which it is a member, partnerthrough any trust in which it is a beneficiary or trustee or through a corporation or other association in which it has any interest, employeelegal or equitable, consultant or in any other capacity by, whatsoever) engage in the manufacture or sale of products of the type now made and you will not become a stockholder in, a surety business sold by the Business in any county or any other political subdivision of any state of the United States and Canada (a “Competitor”)of America or of any other country in the world where the Seller conducted the Business as of the Closing Date; provided, however, that such prohibited activity the foregoing restriction shall not include the ownership prevent Seller and/or any of its Affiliates from (i) acquiring or holding an interest of less than 510% of the outstanding equity securities of any publicly traded corporation competing business (determined a "COMPETING ENTITY") whose equity securities are listed on a national securities exchange, quoted on the NASDAQ NMS or trade in the over-the-counter market, (ii) making or maintaining an investment in any Competing Entity if the assets used by vote or value) regardless such Competing Entity in the activity competitive with the Business constitute less than 20% in value of the business assets of such corporation; Competing Entity and provided further the revenue derived from carrying on the activity competitive with the Business constitutes less than 30% of the revenues of the Competing Entity (calculated in each case on a consolidated basis), (iii) making an acquisition of assets (and following such acquisition carrying on the business and activities associated with the assets acquired) if the portion of assets used in carrying on the activity competitive with the Business constitutes less than 20% in value of the assets acquired and the revenue associated with such competitive activity constitutes less than 30% in value of the revenue derived from all of the assets acquired (calculated in each case on a consolidated basis), or (iv) manufacturing, selling or distributing (a) electronics that control or are otherwise used in pyrotechnic components and systems, or (b) similar products, but only to the extent such prohibited activity products use electronic and not pyrotechnic devices (other than expended unit indicators or thermal batteries, all of which Seller shall be expanded permitted to include a surety business outside the United States and Canada shouldmanufacture, during sell and/or distribute). (b) During the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written requestcovenant not to compete, the Board will determine Seller agrees further that it shall not (i) solicit, directly or indirectly, any person employed in its sole discretion whether a business the Business (other than ▇▇▇▇ ▇▇▇▇▇▇ to whom the Seller has offered employment) or other entity constitutes a “Competitor” (ii) attempt to induce any such employee or whether Surety is doing “substantial” business outside the United States and Canadaleave such employment; provided provided, however, that the Board may require you foregoing restrictions shall not prohibit the Seller from advertising open positions in newspapers, trade journals, on the internet and in media of general circulation and hiring any individual who responds to provide such information as the Board determines to be necessary to make such determination; and further provided general solicitation. (c) The parties hereto agree that the current duration and continuing effectiveness of such determination may be conditioned on area for which the accuracy of such information, and on such other factors as the Board may determine. If any restriction covenant not to compete set forth in this Section 8(c) 7.5 is found by to be effective are reasonable. In the event that any court determines that the time period or the area or both of competent jurisdiction them, are unreasonable and that such covenant is to that extent unenforceable, the parties hereto agree that the covenant shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The parties intend that this covenant shall be deemed to be unenforceable because it extends a series of separate covenants one for too long a period each and every county of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration each and every state of the Protection Period United States of America and each and every political subdivision of each and every country outside the United States of America where this covenant is intended to be effective. The parties hereto agree that damages are an inadequate remedy for any breach of this covenant and that the Purchaser shall, whether or (ii) not it is pursuing any potential remedies at law, be entitled to equitable relief in the expiration form of the 12 month period following the date preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of your termination of employment with Surety during the Protection Periodthis covenant.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated (a) In consideration of Buyer's consummation of the transactions contemplated by Surety this Agreement and then you compete with Suretyfor other good and valuable consideration, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following three (3) years from and after the date Closing Date, Sellers and their Affiliates will not, directly or indirectly (whether as an owner, proprietor, partner, shareholder, officer, employee, independent contractor, director, joint venturer, consultant, lender or investor), solicit or engage in the Prohibited Business. The parties agree that this Section 11.12 shall not prohibit the ownership by a Seller or its Affiliate, solely as an investment, of your termination securities of employment with Suretya person engaged in the Prohibited Business if (i) such Seller or its Affiliate is not an "affiliate" (as such term is defined in Rule 405 promulgated under the Securities Act) of the issuer of such securities, you will (ii) such securities are publicly traded on a national securities exchange and (iii) Sellers and their Affiliates do not, directly or indirectly, without beneficially own in the prior written approval aggregate more than two percent (2%) of the Surety’s Boardclass of which such securities are a part. Further, be the parties agree that this Section 11.12 shall not prohibit Parent from carrying on the businesses, other than the Business, currently conducted by Parent. Sellers acknowledge and agree that the limitations imposed by this Section 11.12 as to time, geographical area, and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of Buyer. (b) From and after the Closing Date, Sellers shall not, directly or indirectly (i) discourage any person from accepting employment with Buyer or any Affiliate of Buyer, including any Hired Employee, or (ii) hire or solicit the employment or services of, or cause or attempt to cause to leave the employment or service of Buyer or any Affiliate of Buyer, any person who or which is employed as an ownerby, partneror otherwise engaged to perform services for, Buyer or any Affiliate of Buyer, including any Hired Employee (whether in the capacity of employee, consultant consultant, independent contractor or otherwise), or who is offered a position by Buyer in connection with the transactions contemplated hereby. (c) The parties hereby agree that if Sellers violate this Section 11.12, it would be difficult to determine the entire cost, damage or injury which Buyer and its Affiliates would sustain. Sellers acknowledge that if they violate or threaten to violate this Section 11.12, Buyer will have no adequate remedy at law. In that event, Buyer and/or its Affiliates shall have the right, in addition to any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, rights that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such informationavailable to them, and on such other factors as the Board may determine. If any restriction set forth to obtain in this Section 8(c) is found by any court of competent jurisdiction injunctive relief to be restrain any violation by Sellers of this Section 11.12 or to compel specific performance by Sellers of one or more of their obligations under this Section 11.12 (any requirements for posting of bonds for injunction are hereby expressly waived). If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 11.12 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable because it extends for too long term or provision with a period term or provision that is valid and enforceable and that comes closest to expressing the intention of time the invalid or over too great a range of activities unenforceable term or over too broad a geographic areaprovision, it and this Section 11.12 shall be interpreted to extend only over the maximum period of time, range of activities or geographic area enforceable as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) so modified after the expiration of the Protection Period or time within which the judgment may be appealed. (iid) the expiration Buyer and Sellers agree that no part of the 12 month period following the date Purchase Price shall be allocated to any obligations of your termination of employment with Surety during the Protection PeriodSellers under this Section 11.12.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety(a) As a material inducement to enter into this Agreement, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree Seller agrees that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following five (5) years after the date of your termination of employment with SuretyClosing Date, you Seller will not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in anywhere within the United States and Canada (a “Competitor”); providedof America, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) own, manage, operate or control, or participate in the expiration ownership, management, operation or control of, any business which is competitive with the Business, divert or attempt to divert clients, customers (whether or not such persons have done business with Seller once or more than once) or accounts of Seller (prior to the Protection Period Closing Date) or Buyer (after the Closing Date); or (ii) except with respect to the expiration Retained Employees, entice or induce or in any manner influence any person who is or shall be in the employ or service of Seller prior to the Closing Date to become employed by Seller or any other Person. Buyer acknowledges Seller may own, manage, operate or control or participate in the ownership, management or control of the 12 month period following New Business and such activity will not be a breach of the date provisions of your termination this Section 5.2(a); (b) Seller will not at any time disclose to any person other than Buyer or any of employment with Surety during its Affiliates or use any Trade Secrets owned, possessed, licensed or used by or relating to Seller, whether or not such information is embodied in writing or other physical form; (c) Seller recognize that all documents and objects containing any Trade Secrets, whether developed by Seller or by someone else for Seller or any of its Affiliates, will after the Protection PeriodClosing Date become the respective exclusive property of Buyer or any of its Affiliates, as the case may be; (d) Because the breach or anticipated breach of the restrictive covenant provided for in this Section 5.2 will result in immediate and irreparable harm and injury to Buyer and its Affiliates, for which they will not have an adequate remedy at law, Seller agrees that Buyer and its Affiliates shall be entitled to relief in equity to temporarily and/or permanently enjoin such breach or anticipated breach and to seek any and all other legal and equitable remedies to which Buyer and its Affiliates may be entitled; (e) It is expressly understood and agreed that although Seller and Buyer consider the restrictions contained in this Section to be reasonable and necessary to protect the Business and the Purchased Assets in the context in which made, if a final judicial determination is made that the time, territory, scope or any other restriction contained in this Section is unreasonable or otherwise unenforceable, neither this Agreement nor the provisions of this Section shall be rendered void, but shall be deemed amended to apply as to such maximum scope, time and territory and to such other extent as such court may judicially determine or indicate to be reasonable, or if such court does not so determine or indicate, to the maximum extent which any pertinent statute or judicial decision may indicate to be a reasonable restriction under the circumstances involved, and as so modified, the restrictions contained in this Section shall be binding and enforceable.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) In furtherance of the Merger and then you compete with Suretythe transactions contemplated hereby, Surety may suffer irreparable harm Burgundy covenants and damage. Accordinglyagrees that, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period beginning on the Effective Date and ending on the second (2nd) anniversary of 12 months following the date Effective Time, neither Burgundy nor any of your termination its Subsidiaries shall, without the prior written consent of employment with SuretyGrizzly, you will notengage, directly or indirectly, without in the prior written approval Eagle Business as conducted as of the Surety’s BoardEffective Date (the “Grizzly Restricted Business”) anywhere throughout the world. Notwithstanding anything to the contrary in the foregoing: (i) nothing in this Section 8.24 (a) shall prohibit Burgundy or its Subsidiaries from engaging in the businesses conducted by Burgundy or its Subsidiaries (excluding the Eagle Business) on the Effective Date; (ii) nothing set forth in this Section 8.24(a) shall prohibit Burgundy or its Subsidiaries from owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in the Grizzly Restricted Business; (iii) in the event that Burgundy completes a business combination transaction with a Person, be directly which transaction results in the holders of the voting securities of Burgundy outstanding immediately prior to the consummation of such transaction owning less than 50% of the voting power of the voting securities of Burgundy or indirectly employed the surviving entity in the transaction or any parent thereof (any such entity, an “Acquiror”) outstanding immediately after the consummation of such transaction, such Acquiror or any of its Subsidiaries or Affiliates (but not Burgundy or any of its Subsidiaries) may engage in any Grizzly Restricted Business; (iv) Burgundy may acquire interests in or securities of any Person as an owner, partner, employee, consultant investment by their pension funds or funds of any other benefit plan of Burgundy whether or not such Person is engaged in any other capacity byGrizzly Restricted Business; (v) Burgundy may acquire interests in or securities of any Person that derived 20% or less of its total revenues in its most recent fiscal year from activities that constitute Grizzly Restricted Businesses; provided that such Person may not use the Burgundy name in connection with the activities that constitute Grizzly Restricted Businesses; and (vi) Burgundy may perform their obligations under this Agreement and the Transaction Agreements. The parties hereto acknowledge and agree that nothing herein shall be deemed to require Burgundy to give notice to or obtain the consent of the Grizzly in order to engage in any activity or transaction of the types described in Section 8.24(a)(i) through Section 8.24(a)(vi) and that, and you will not become a stockholder in, a surety business in the United States event the TCI Interests are not transferred to Spinco at the Closing, nothing in this Section 8.24(a) shall prevent or limit in any way Burgundy’s ability to hold the TCI Interests and Canada to take any actions in connection with its ownership of the TCI Interests for so long as the TCI Interests are not transferred to Spinco. (b) Burgundy acknowledges and agrees that the covenants included in this Section 8.24 are, taken as a “Competitor”)whole, reasonable in their geographic and temporal coverage and Burgundy shall not raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provisions of this Section 8.24 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such prohibited activity provisions shall be deemed reformed in such jurisdiction to the minimum extent required by applicable Law to cure such problem. Burgundy acknowledges and agrees that in the event of a breach by Burgundy of the provisions of this Section 8.24, monetary damages shall not include constitute a sufficient remedy. Consequently, in the ownership of less than 5% of the outstanding securities event of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written requestbreach, the Board will determine Grizzly may, in addition to any other rights and remedies existing in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you favor, apply to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of law or equity of competent jurisdiction for specific performance and/or preliminary and final injunctive relief or other relief in order to be unenforceable because it extends for too long a period of time enforce or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration prevent any violation of the Protection Period provisions hereof, without the necessity of proving actual damages or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodposting a bond.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) In furtherance of the sale of the Shares, the HEA Membership Interests and then you compete with Suretythe SMMSLP LP Interests to Buyer hereunder, Surety may suffer irreparable harm Parent covenants and damage. Accordinglyagrees that, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period ending on the fourth anniversary of 12 months following the date Closing Date, neither Parent nor any of your termination its Affiliates (which term for purposes of employment with Surety, you this SECTION 8.5 shall not include any Person who may acquire control of Parent after the Closing Date and any Affiliates of such Person immediately prior to such acquisition) will notengage, directly or indirectly, without anywhere in the prior written approval world where the Business is conducted by the Companies as of the Surety’s Board, be directly Closing Date in business activities that are competitive with the Business as conducted by the Companies on the Closing Date (the interest or indirectly employed business that includes such conflicting competitive activities is hereinafter referred to as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”"COMPETITIVE BUSINESS"); provided, howeverHOWEVER, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction nothing set forth in this Section 8(cSECTION 8.5 shall prohibit Parent or its Affiliates from (i) engaging in the businesses conducted by Parent or its Affiliates (excluding the Companies) on the Closing Date and described in SCHEDULE 8.5, (ii) owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any corporation if such stock is found publicly traded and listed on any national or regional stock exchange or on the Nasdaq Stock Market, (iii) owning an interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision, subject to compliance with SECTION 8.5(B), or (iv) acquiring the assets or capital stock or other equity interests of any court of competent jurisdiction other Person engaged in such business subject to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic areacompliance with SECTION 8.5(B); and PROVIDED, it shall be interpreted to extend only over the maximum period of timeFURTHER, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction that nothing set forth in this Section 8(cSECTION 8.5 shall prohibit American Home Shield's investment portfolio managed by an independent investment advisor from including not in excess of 5% in the aggregate of any class or equity interest of any Person engaged in such Competitive Business. (b) shall terminate on the later of (i) Within 90 days of an acquisition as contemplated by SECTION 8.5(A)(IV) in which the expiration annual revenues for the then most recently completed fiscal year of the Protection Period or Competitive Business exceed $50 million, Parent shall offer to sell the Competitive Business on a debt-free basis to Buyer at a price (iithe "FIRST OFFER PRICE") equal to the product of (x) the expiration trailing 12 months EBITA of the 12 month period following Competitive Business TIMES (y) the EBITA multiple used by Parent or any of its Affiliates in valuing the Competitive Business at the time of acquisition of such business (the "COMPETITIVE BUSINESS EBITA MULTIPLE"). Parent shall provide to Buyer copies of the relevant portions of the acquisition agreement and the relevant supporting documents, if any, relating to its acquisition that includes the Competitive Business. Any such information shall be kept confidential by Buyer and shall not be used for any purpose other than its evaluation of Parent's offer. Within 30 days after receiving Parent's offer, Buyer shall notify Parent whether Buyer (or one of its Affiliates) intends to purchase the Competitive Business (a "COMPETITIVE PURCHASE NOTICE"). If Buyer notifies Parent that it (or one of its Affiliates) will not purchase the Competitive Business, or if the parties in good faith fail to complete the purchase within 90 days after the date of your termination a Competitive Purchase Notice, then Parent shall use commercially reasonable efforts for the following 12 months (the "DIVESTITURE PERIOD") to divest itself of employment the Competitive Business. Under no circumstances shall Parent be required to consummate any transaction for the sale of the Competitive Business at a price less than the product of (x) the Competitive Business EBITA Multiple TIMES (y) the trailing 12 months EBITA of the Competitive Business at the time of such sale. If following the conclusion of the Divestiture Period, Parent has not sold, or entered into an agreement for the sale of, the Competitive Business, Parent shall offer to sell the Competitive Business to Buyer at a price no greater than six times the trailing 12 months EBITA of the Competitive Business at the time of such sale. Buyer shall have 30 days from receipt of Parent's offer to notify Parent whether it intends to purchase the Competitive Business and 90 days thereafter to complete the purchase of the business (or such longer period as may be necessary to comply with Surety during the Protection Periodany applicable regulatory requirements).

Covenant Not to Compete. If you terminate employment with Surety or if your employment 10.4.1. As an inducement to SAVVIS to enter into this Agreement, which Bridge acknowledges is terminated by Surety of benefit to it, and then you compete with Suretyin consideration of the promises and representations of SAVVIS under this Agreement, Surety may suffer irreparable harm Bridge covenants and damage. Accordingly, you hereby agree agrees that to protect during the legitimate business interests term of Surety, while you are employed by Surety, this Agreement and for a period of 12 months following the date five years thereafter, neither Bridge nor any of your termination of employment with Surety, you will notits successors or assigns will, directly or indirectly, without the prior written approval of the Surety’s Boardengage in, be directly or indirectly employed as an owner, partner, employee, consultant or have any interest in any other capacity byperson, and you will not become a stockholder firm, corporation or other entity engaged in, a surety any business activities anywhere in the United States and Canada (a “Competitor”)world competitive with or similar or related to the packet-data transport network services provided by SAVVIS under this Agreement; provided, however, that (i) Bridge and the Bridge Subsidiaries shall be free to continue to use the Call Assets and the satellite networks currently used by Bridge, until such prohibited activity Call Assets or satellite networks have been acquired by SAVVIS or the SAVVIS Subsidiaries, and (ii) Bridge shall be free to make passive investments in securities of companies that provide network services in competition with SAVVIS which, in the case of any such security, does not include the ownership of less constitute more than 5% ten percent (10%) of the total outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business amount of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determinesecurity. 10.4.2. If any restriction set forth court or tribunal of competent jurisdiction shall refuse to enforce one or more of the covenants in this Section 8(c) 10.4 because the time limit applicable thereto is found by deemed unreasonable, it is expressly understood and agreed that such covenant or covenants shall not be void but that for the purpose of such proceedings such time limitation shall be deemed to be reduced to the extent necessary to permit the enforcement of such covenant or covenants. 10.4.3. If any court or tribunal of competent jurisdiction shall refuse to be unenforceable because it extends for too long a period enforce any or all of time or over too great a range of activities or over too broad a the covenants in this Section 10.4 because, taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed between the parties hereto that such covenant or covenants shall not be void but that for the purpose of such proceedings the restrictions contained therein (whether as to geographic area, scope of business or otherwise) shall be interpreted deemed to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement reduced to the contrary, extent necessary to permit the restriction set forth in this Section 8(c) shall terminate on enforcement of such covenant or covenants. 10.4.4. Bridge specifically acknowledges and agrees that the later foregoing covenants are commercially reasonable and reasonably necessary to protect the interests of (i) SAVVIS hereunder. Bridge hereby acknowledges that SAVVIS and its successors and assigns will suffer irreparable and continuing harm to the expiration extent that any of the Protection Period or (ii) foregoing covenants is breached and that legal remedies would be inadequate in the expiration event of the 12 month period following the date of your termination of employment with Surety during the Protection Periodany such breach.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) In furtherance of the Merger and then you compete with Suretythe transactions contemplated hereby, Surety may suffer irreparable harm MWV covenants and damage. Accordinglyagrees that, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period beginning on the Effective Date and ending on the third anniversary of 12 months following the date Effective Time, neither MWV nor any of your termination its Subsidiaries shall, without the prior written consent of employment with Suretythe Company, you will notengage, directly or indirectly, without in the prior written approval C&OP Businesses (the “Company Restricted Business”) anywhere throughout the world. Notwithstanding anything to the contrary in the foregoing: (i) nothing set forth in this Section 8.19(a) shall prohibit MWV or its Subsidiaries from owning not in excess of 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in the Company Restricted Business; (ii) in the event that MWV completes a business combination transaction with a Person that is engaged in any Company Restricted Business, which transaction results in the holders of the Surety’s Boardvoting securities of MWV outstanding immediately prior to the consummation of such transaction owning less than 50% of the voting power of the voting securities of MWV or the surviving entity in the transaction or any parent thereof (any such entity, be directly an “Acquiror”) outstanding immediately after the consummation of such transaction, such Acquiror or indirectly employed any of its Subsidiaries or Affiliates (but not MWV or any of its Subsidiaries) may engage in any Company Restricted Business; (iii) MWV may sell packaging, whether primary or secondary, pumps, sprays, triggers labels, board and other product or packaging materials to any Person, including those that conduct the Company Restricted Business; (iv) MWV may acquire interests in or securities of any Person as an owner, partner, employee, consultant investment by their pension funds or funds of any other benefit plan of MWV whether or not such Person is engaged in any other capacity byCompany Restricted Business; (v) MWV may acquire interests in or securities of any Person that derived 20% or less of its total revenues in its most recent fiscal year from activities that constitute Company Restricted Businesses; provided that such Person may not use the M▇▇▇ Name in connection with the activities that constitute Company Restricted Businesses; and (vi) MWV may perform their obligations under this Agreement and the Transaction Agreements. The parties hereto acknowledge and agree that nothing herein shall be deemed to require MWV to give notice to or obtain the consent of the Company in order to engage in any activity or transaction of the types described in Section 8.19(a)(i) through Section 8.19(a)(vi). (b) MWV acknowledges and agrees that the covenants included in this Section 8.19 are, taken as a whole, reasonable in their geographic and you will temporal coverage and MWV shall not become a stockholder in, a surety business raise any issue of geographic or temporal reasonableness in the United States and Canada (a “Competitor”)any proceeding to enforce such covenant; provided, however, that if the provisions of this Section 8.19 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such prohibited activity provisions shall be deemed reformed in such jurisdiction to the minimum extent required by applicable Law to cure such problem. MWV acknowledges and agrees that in the event of a breach by MWV of the provisions of this Section 8.19, monetary damages shall not include constitute a sufficient remedy. Consequently, in the ownership of less than 5% of the outstanding securities event of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written requestbreach, the Board will determine Company may, in addition to any other rights and remedies existing in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you favor, apply to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of law or equity of competent jurisdiction for specific performance and/or preliminary and final injunctive relief or other relief in order to be unenforceable because it extends for too long a period of time enforce or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration prevent any violation of the Protection Period provisions hereof, without the necessity of proving actual damages or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodposting a bond.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated (a) In consideration of the transactions contemplated by Surety this Agreement and then you compete with Suretythe Additional Agreements and for other good and valuable consideration, Surety may suffer irreparable harm the receipt and damage. Accordinglysufficiency of which are hereby acknowledged, you hereby agree that to protect following the legitimate business interests of Surety, while you are employed by Surety, date hereof and for a period of 12 months following the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned terminating on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later earliest of (i) the expiration date on which the Kersaf Group owns less than seven and one half percent (7.5%) in the aggregate of the Protection Period or Shares outstanding on the date hereof, (ii) the expiration consummation of the 12 month period following Minimum Year One Sale and (iii) June 30, 2002 if the date Minimum One Year Sale Date has been extended because of your termination any Underwriter Out, Company Event, Prior Registration Delay or pursuant to the last sentence of employment Section 5.5 of the Governance Agreement, Kersaf shall not, and shall cause its Controlled Affiliates not to, directly or indirectly engage in any hotel, resort or casino business competitive with Surety during the Protection Periodbusiness of the Company, as now conducted, in any part of the world other than the mainland of the continent of Africa (the "COVERED TERRITORY"). Provided that the foregoing covenant shall not prohibit Kersaf and any of its Affiliates from (i) the holding and ownership of any Shares and (ii) purchasing, selling or owning five percent (5%) or less in the aggregate of the securities of a publicly traded corporation competitive with the Company. (b) In consideration of the transactions contemplated by this Agreement and the Additional Agreements and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as long as the obligations contained in Section 3.1(a) remain outstanding, each of the Company and its Controlled Affiliates, WLG and its Affiliates, and Caledonia and its Affiliates, shall not directly or indirectly engage in any hotel, resort or casino business in the mainland of the continent of Africa; PROVIDED, HOWEVER, that the Company's interest in the Egypt Project under this Agreement shall not be in violation of the foregoing provision; PROVIDED, FURTHER, that the foregoing covenant shall not prohibit the Company, any of its Controlled Affiliates, WLG and any of its Affiliates, and Caledonia and any of its Affiliates from (i) the holding and ownership of any Shares and (ii) purchasing, selling or owning five percent (5%) or less in the aggregate of the securities of a publicly traded corporation competitive with the Company. (c) For purposes of both Section 3.1(a) and Section 3.1(b), the phrase "directly or indirectly engage in" shall include carrying on in any capacity, having a direct or indirect equity interest in, or providing consulting, management, or advisory services, or being party to other agreements or having understandings that result in an interest in the profits or revenue of another Person, other than as a creditor, with any Person which engages in the business in question. (d) Notwithstanding the foregoing, upon the due execution and delivery of this Agreement and the Additional Agreements, Kersaf and its Affiliates may proceed immediately to engage in the Egypt Project; it being understood and agreed by Kersaf, however, that none of the Company, WLG or Caledonia has any obligation or commitment under the Egypt Project or anything contained in the Egypt Project Agreements.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated As a material inducement for Buyer to enter into this Agreement, the Munzee Owners, currently employed by Surety and then you compete with SuretyMunzee, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months three (3) years following the date Closing (the “Non-Competition Period”), they covenant and agree that each of your termination of employment with Surety, you will them shall not, directly or indirectlyindirectly own, without manage, operate, participate in, produce, represent, distribute and/or otherwise act on behalf of any person, firm, corporation, partnership or other entity which involves location-based gaming services (the “Competitive Business”) anywhere within the United States, its possessions and territories, Canada or Mexico (collectively, the “Territory”); or hire any employee or former employee of Buyer, the Surviving Company or Munzee to perform services in or involving the Competitive Business, unless the individual hired shall have departed Buyer’s, the Surviving Company’s or Munzee’s employment at least twelve (12) months prior written approval of to the Surety’s Boardhiring. The Munzee Owners further covenant and agree that during the Non-Competition Period, be they will not directly or indirectly solicit or agree to service for their benefit or the benefit of any third-party, any of Buyer’s or the Surviving Company’s customers. Notwithstanding the foregoing, nothing in this Section 3.1 shall prohibit them from owning, managing, operating, participating in the operation of, or advising, consulting or being employed by any entity that is not involved in the Competitive Business, as an ownerlong as such activities do not affect the responsibilities of employment at the Surviving Company or its subsidiaries. The Munzee Owners acknowledge and agree that Buyer will expend substantial time, partnertalent, employeeeffort and money in marketing, consultant or promoting, managing, selling and otherwise exploiting the Business, in any other capacity bypart by virtue of Buyer’s acquisition of the Assets pursuant to this Agreement, that Munzee Owners are all of the owners of Munzee, that they are receiving a substantial benefit from the transactions contemplated hereunder and that the benefit received by Buyer and the Munzee Owners in agreeing to be bound by this Section 3.1 are a material part of the consideration for the transactions contemplated by this Agreement. The Parties recognize that this Section 3.1 contains conditions, covenants, and you will not become a stockholder in, a surety business in time limitations that are reasonably required for the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless protection of the business of such corporation; and provided further that such prohibited activity the Surviving Company. If any limitation, covenant or condition shall be expanded deemed to include be unreasonable and unenforceable by a surety business outside court or arbitrator of competent jurisdiction, then this Section 3.1 shall thereupon be deemed to be amended to provide for modification of such limitation, covenant and/or condition to such extent as the United States court or arbitrator shall find to be reasonable and Canada should, during such modification shall not affect the term remainder of this Agreement. The Munzee Owners acknowledge that, Surety do in the event a Munzee Owner breaches this Agreement (the “substantial” business outside Breaching Munzee Owner”), money damages will not be adequate to compensate Buyer for the United States and Canadaloss occasioned by such breach. Upon your written requestThe Munzee Owners therefore consent, in the Board will determine in its sole discretion whether event of such a business breach, to the granting of injunctive or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside equitable relief against the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found Breaching Munzee Owner by any court of competent jurisdiction jurisdiction. As additional consideration for the Munzee Owners agreeing to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted this Covenant Not to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contraryCompete, the restriction set forth Company’s two executive officers, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, will enter into separate non-compete agreements with the same restrictions as listed in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period3.1.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety Each of the Seller Parties covenants and then you compete with Suretyagrees that, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period commencing on the Closing Date and expiring on the second (2nd) anniversary of 12 months following the date Closing Date (the "Restricted Period"), none of your termination of employment with Surety, you will notthe Seller Parties will, directly or indirectly, without own, manage, operate, franchise, license, control or engage or participate in the prior written approval of the Surety’s Boardownership, management, operation, franchising, licensing, or control of, or be directly or indirectly employed connected as an ownera stockholder, agent, partner, joint venturer, employee, officer, director, consultant or otherwise with, any Person which engages in any other capacity by, and you will not become a stockholder in, a surety the quick-service hamburger restaurant business in the United States and Canada Territory (a “Competitor”"Competitive Action"); provided, however, that such prohibited activity none of the following activities shall not include constitute a violation of this Section 6.10: (i) the acquisition or ownership by the Seller Parties or their Affiliates of less than 5% two percent (2%) of the outstanding securities shares of any Person engaged in the quick-service hamburger restaurant business whose shares are publicly traded corporation on a national securities exchange; or (determined ii) the offering of hamburger products to customers as a menu item by vote or valueany Existing Concept; or (iii) regardless the operation by the Retained Group of any Hardee's Restaurant pursuant to a License Agreement with Hardee's. In the event that the Buyer ascertains the start of a Competitive Action on the part of any such Persons, Buyer shall be entitled to obtain injunctive relief without any objection from any of the business of such corporation; Seller Parties or their respective Subsidiaries and provided Affiliates. The parties hereto further that such prohibited activity shall be expanded to include agree that, if a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction determines that this covenant is unenforceable in any respect, the remainder of this covenant shall not thereby be affected and shall be given full effect, without regard to any invalid portions, and this covenant may be unenforceable because modified by such court in any necessary respect in order to render it extends for too long a period enforceable in its least reduced form. If the courts of time any one or over too great a range of activities or over too broad a geographic areamore jurisdictions determine that this covenant is unenforceable, it shall be interpreted is the intention of Buyer, on the one hand, and the Seller Parties, on the other hand, that such determination not bar or in any way affect Buyer's right to extend only over the maximum period relief provided above in the courts of time, range of activities or geographic area any other jurisdiction as to which breaches of this covenant in such other respective jurisdiction, it may be enforceable. Notwithstanding anything contained in this Agreement to being the contraryintention of Buyer, the restriction set forth in this Section 8(c) shall terminate on the later of (i) one hand, and the expiration of Seller Parties, on the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodother hand, 37 42 that this covenant be considered a separate and independent covenant insofar as it relates to each such jurisdiction.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety C&A covenants and then you compete with Suretyagrees that, Surety may suffer irreparable harm for the period commencing on the date hereof and damage. Accordinglyending on the seventh anniversary after the date hereof (the "Restrictive Period"), you hereby agree that to protect the legitimate business interests of Surety, while you are employed by SuretyC&A shall not, and for a period of 12 months following shall cause its direct and indirect Subsidiaries not to, in the date of your termination of employment with Surety, you will notTerritory (hereinafter defined), directly or indirectly, without own, manage, operate, control, participate in, give advice to, loan money to, be connected in any manner with or allow its name to be used in connection with any business which designs, manufactures or sells in the Territory any products which are in direct competition with carpeting or other floor coverings for installation in buildings or other structures (such as stadiums) or parking blocks, but excluding mats whether or not used in buildings (a "Competitive Activity"); provided that (i) nothing in this Section 1(a) shall restrict or prevent in any -------- manner C&A or its Subsidiaries from engaging in any business or related activity in which it is engaged on the date hereof (C&A acknowledging that neither it nor any of its Subsidiaries is so engaged in a Competitive Activity), (ii) nothing in this Section 1(a) shall restrict C&A or its Subsidiaries from acquiring after the second anniversary after the date hereof an entity which prior written approval to and after such acquisition is engaged in a Competitive Activity so long as C&A is in compliance in all material respects with the provisions of paragraphs (b), (c)(i) and (d) of this Section 1, and (iii) C&A and its Subsidiaries may maintain and/or undertake purely passive investments in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed (A) 3% of any class of the Surety’s Boardoutstanding debt or equity securities of any such company, be directly in the case of a company whose shares are listed on a national securities exchange or indirectly employed as an ownerthe NASDAQ National Market System, partner, employee, consultant or (B) 1% of any class of the outstanding debt or equity securities in the case of any other capacity by, and you will not become a stockholder in, a surety business in company. Territory means: (i) the United States (ii) the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or valueiii) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States States, Canada and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States Kingdom (iv) North America and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States Kingdom (v) North America, South America and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; United Kingdom (vi) North America, South America and further provided that the current Europe (vii) North America, South America, Europe and continuing effectiveness of such determination may be conditioned on the accuracy of such informationAsia (viii) North America, South America, Europe, Asia and on such other factors as the Board may determine. If any restriction set forth in this Section 8(cAfrica (ix) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period.Worldwide

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for For a period of 12 24 months following after the date Closing Date, neither P&G nor any of your termination of employment with Surety, you will not, directly or indirectlyits Affiliates shall, without the prior written approval consent of JMS, engage in the Surety’s BoardGeography in the manufacturing, be directly packaging, distributing and marketing of (i) peanut butter, peanut butter-based spreads for human consumption and/or (ii) shortening and/or oil products for human consumption (the "RESTRICTED BUSINESS"), and PROVIDED, HOWEVER, that the foregoing shall not restrict P&G or indirectly employed as an owner, partner, employee, consultant its Affiliates from making any acquisition of or investment in any other capacity by, and you will not become a stockholder in, a surety business in or Person (the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include "TARGET") if the ownership of annual net sales attributable to the Restricted Business for the Target's most recent fiscal year constitute less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless total net sales of the business Target for such year PROVIDED, FURTHER that if such net sales of such corporation; and provided further that such prohibited activity the Restricted Business for the Target's most recent fiscal year exceed $25 million, P&G shall be expanded to include sell or otherwise dispose of the Restricted Business in a surety business outside commercially reasonable manner after the United States and Canada should, during consummation of the term acquisition of this Agreement, Surety do “substantial” business outside the United States and CanadaTarget. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided The parties agree that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth covenants included in this Section 8(c) is found 6.22 are, taken as a whole, reasonable in their geographic and temporal coverage and no party shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant. P&G acknowledges and agrees that in the event of a breach by P&G of the provisions of this Section 6.22, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, JMS may, in addition to any other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief or other relief in order to enforce or prevent any violation of the provisions hereof. Any purchaser or successor in interest to P&G's Olestra facility or the Culinary Sol Business shall not be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it bound by this Section 6.22 and P&G shall accordingly be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceablereleased from any obligations relating thereto. Notwithstanding anything contained in this Agreement to the contrarySection 6.22, the restriction set forth parties agree that the following shall not be violations of the covenants contained in this Section 8(c6.22: (x) shall terminate on the later of (i) the expiration continuation of the Protection Period Culinary Sol Business by P&G or any successor thereto; and (iiy) production and sale by P&G or any successor thereto of any products produced at P&G's Olestra facility other than packaged goods and oils substantially similar to the expiration of products produced by the 12 month period following the date of your termination of employment with Surety during the Protection PeriodJif/Crisco Business.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety In consideration for this Agreement ----------------------- and then you compete with Suretyas a part of the consideration for the exchange of the Bancshares shares of ▇▇▇▇▇▇▇ pursuant to the Acquisition Agreement, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect ▇▇▇▇▇▇▇ agrees as follows: (a) That during the legitimate business interests of Surety, while you are employed by Surety, Employment Period and for a period of 12 months following two (2) years thereafter, ▇▇▇▇▇▇▇ will not within ▇▇▇▇▇▇ or Tallapoosa Counties, Alabama, or within a thirty-five (35) mile radius of the date current offices of your termination The Bank of employment with Surety, you will notTallassee or The Peoples Bank and Trust Company, directly or indirectly, own, manage, operate, control, be employed by, participate in, or be connected with any bank, savings association, savings bank, credit union, other financial institution, or finance company, nor shall he otherwise within such geographical area solicit the customers of Tallassee, BancTrust or any of their subsidiaries. (b) ▇▇▇▇▇▇▇ will not solicit any employee of BancTrust, Tallassee, or any of their subsidiaries to leave their employment for any reason without the prior written approval consent of BancTrust. (c) ▇▇▇▇▇▇▇ will not use for his benefit or disclose at any time any information that was obtained or developed by him while in the Surety’s Boardemploy of Tallassee with respect to any trade secrets, be directly customers, suppliers, products, employees, financial, or indirectly employed as an owner, partner, employee, consultant or in any other capacity byconfidential matter pertaining to BancTrust, and you Tallassee, or any of their subsidiaries. (d) ▇▇▇▇▇▇▇ will not become a stockholder intake with him upon leaving Tallassee's employment any document or copies of documents, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of or any publicly traded corporation (determined by vote or value) regardless other items relating to any of the business of Tallassee or BancTrust or any of their subsidiaries. (e) If, at any time, the provisions of this Section 6 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such corporationarea, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and provided further ▇▇▇▇▇▇▇ agrees that such prohibited activity this Section 6 as so amended shall be expanded valid and binding as though any invalid or unenforceable provision had not been included herein. (f) Both parties recognize that this covenant not to include a surety business outside compete is material and unique. Accordingly, if ▇▇▇▇▇▇▇ breaches the United States terms and Canada should, during the term conditions of this Agreement, Surety do “substantial” business outside the United States either BancTrust or Tallassee shall be entitled to institute legal and Canada. Upon your written request, the Board will determine equitable proceedings in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction jurisdiction. The remedies of BancTrust and Tallassee for such breach shall, in addition to be unenforceable because it extends any other available legal remedies, include the right to enforce specific performance by ▇▇▇▇▇▇▇, and to enjoin ▇▇▇▇▇▇▇ from performing services for too long a period of time any competing person, firm, or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety corporation during the Protection Periodperiod that this covenant not to compete is applicable.

Covenant Not to Compete. If you terminate employment with Surety For a period commencing on the ----------------------- Closing Date and ending on the third anniversary of the Closing Date, the Parent, the Seller and their respective Subsidiaries (whether now existing or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, hereafter acquired or created and for a period of 12 months following so long as the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval Seller and such Subsidiaries remain as Subsidiaries of the Surety’s Board, be Parent) shall not directly or indirectly employed as an owner, partner, employee, consultant or engage in any other capacity by, and you will not become a stockholder in, a surety geographical area in any business of the same type as that conducted by any of the Businesses as of the Closing Date in the United States and Canada that geographical area (a “Competitor”"Competing Business"); provided, however, that such prohibited activity the foregoing shall not include prohibit (a) the ownership by the Parent, the Seller or any of their respective Subsidiaries (whether now existing or hereafter acquired or created) of less than 5% of the outstanding securities stock of any publicly publicly-traded corporation engaged in a Competing Business, (determined b) activities by vote the Parent, the Seller or value) regardless their respective Affiliates that were existing activities of the business Parent, the Seller or their respective Affiliates as of the Closing Date other than activities of the Businesses, (c) providing services similar to the services provided by the Businesses to only the Parent, the Seller and their Affiliates, provided, that the Parent and the Seller hereby represent that the Parent, the Seller or any Affiliate thereof does not, as of the date hereof or as of the Closing Date, have any current intention of providing any such services, (d) the acquisition of the Parent, the Seller or any of their Affiliates by a third party whose operations involve a Competing Business, (e) the acquisition by the Parent, the Seller or any of their Affiliates of a third party which engages in a Competing Business, provided that the primary purpose of any such acquisition referred to in this clause (e) is not the acquisition of such corporation; Competing Businesses, and provided further that such prohibited activity Competing Business referred to in this clause (e) either (i), together with the revenues for any prior acquisition exempted from the provisions of this Section 8.06 by this clause (e)(i), accounts for less than U.S. $50,000,000 in revenues for the last fiscal year of such third party for which financial statements are available or (ii) is divested by the Acquiror within 270 days from the date it is acquired or (f) the Parent or any of its Affiliates acquiring any Designated Regulatory Assets pursuant to subsection (a) of Section 8.05; provided, however, that if significant progress has been made and is continuing with respect to such divestiture by the end of such period, the period shall be expanded to include a surety business outside extended at the United States and Canada should, during request of the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determineParent for an additional ninety (90) days. If any restriction set forth in this Section 8(c) is found by any court the final judgment of a Court of competent jurisdiction declares that any term or provision of this Section 8.06 is invalid or unenforceable, the parties agree that the Court making the determination of invalidity or unenforceability shall have the power to be reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable because it extends for too long term or provision with a period term or provision that is valid and enforceable and that comes closest to expressing the intention of time the invalid and unenforceable term or over too great a range of activities or over too broad a geographic areaprovision, it and this Agreement shall be interpreted to extend only over the maximum period of time, range of activities or geographic area enforceable as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) so modified after the expiration of the Protection Period or (ii) time within which the expiration judgment may be appealed. The Parent and the Seller acknowledge that the provisions of this Section 8.06 are reasonable in time and scope and necessary to protect the legitimate interests of the 12 month period Acquiror and each Buyer and that any violation of this Section 8.06 will result in irreparable injury to the Acquiror, each Buyer and to the Businesses, the exact amount of which will be difficult to ascertain, and that the remedies at law for Halliburton Company Agreement and Plan of Recapitalization any such violation would not be reasonable or adequate compensation to the Acquiror, the Buyers and the Businesses. Accordingly, the Parent and the Seller agree that, if any of them or any of their Subsidiaries (whether now existing or hereafter acquired or created) violates this Section 8.06, the Acquiror, any of the Buyers and the members of each Company Group (following consummation of the date transactions contemplated hereby) shall be entitled, in addition to any other remedy that may be available at law or in equity, to specific performance and injunctive relief, without posting bond or other security and without the necessity of your termination of employment with Surety during the Protection Periodproving actual damages.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree (a) Seller agrees that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following three (3) years after the date of your termination of employment with SuretyClosing Date, you Seller and its subsidiaries, affiliates, successors and assigns will not, directly or indirectly, without whether as a principal, partner or shareholder (other than as a holder of less than ten percent (10%) of any class of outstanding securities listed on any national securities exchange or actively traded in an over-the-counter market), consultant, agent, formal or informal advisor, or by or through the prior written approval lending of the Surety’s Boardany form of assistance, be directly (i) own, lease, construct or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become operate a stockholder in, a surety business facility in the United States and States, Canada or any other country in which the Carbon Products Business has been conducted during the five (a 5) years immediately prior to the Closing Date (the “CompetitorGeographic Territory”), which facility competes with Buyer in the Carbon Products Business, (ii) sell or toll produce any coal tar products in the Geographic Territory, (iii) otherwise interfere with the relationships between Buyer and its customers (including customers acquired as a result of the consummation of the transaction contemplated herein), or (iv) otherwise compete with Buyer in the Carbon Products Business in the Geographic Territory; provided, however, that nothing contained in this Section 7.5(a) or in this Agreement shall prohibit or restrict Seller from (i) owning and operating Seller’s operations relating to the manufacture, toll production and sale of pipeline coatings, to the extent of such prohibited activity manufacture and sale, (ii) Seller’s performance of any obligations remaining under Seller’s contract with Recochem, Inc. and (iii) performing Seller’s obligations pursuant to the agreements described in Article VIII. (b) Subject to the next succeeding sentence of this Section 7.5(b), Section 7.5(a) shall not include be deemed to preclude any of Seller’s affiliates (other than Seller’s Subsidiaries) from acquiring businesses that manufacture and sell products in the ownership of less Carbon Products Business (“Carbon Products”) so long as revenues from Carbon Products did not account for more than 550% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless total revenues of the entity or entities or business so acquired in the fiscal year immediately preceding the proposed acquisition. If the entity or entities or business acquired in such acquisition (during the three (3) year period after the Closing Date) had revenues from Carbon Products in the fiscal year immediately preceding the acquisition that are greater than the lesser of (i) 10% of total revenues of such corporation; and provided further entity or entities or business or (ii) Twenty Million Dollars ($20,000,000.00), then such affiliate must divest itself of such acquired assets that are used in the Carbon Products Business (whether or not such prohibited activity shall be expanded assets are held in a subsidiary entity) within 12 months of the acquisition. (c) If a court of competent jurisdiction finds that any party to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside or its respective subsidiaries, successors or assigns, has violated any of the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction restrictions set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a 7.5, then the period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction all restrictions set forth in this Section 8(c7.5 automatically shall be extended by the number of days that the court determines that a violation exists. (d) Seller acknowledges, on behalf of itself and its subsidiaries, successors and assigns, that any violation of any provision of this Section 7.5 will cause irreparable harm to Buyer, that damages for such harm will be incapable of precise measurement and that, as a result, Buyer will not have an adequate remedy at law to redress the harm caused by such violations. Therefore, in the event of any violation of any provision of this Section 7.5, Seller, on behalf of itself and its subsidiaries, successors and assigns, agrees that in addition to Buyer’s other remedies, Buyer shall terminate on be entitled to injunctive relief including temporary restraining orders and/or preliminary or permanent injunctions to restrain or enjoin any violation of this Section 7.5. (e) In addition to the later other relief to which it shall be entitled, Buyer shall be entitled to recover the costs and reasonable attorneys’ fees incurred by it in seeking enforcement of this Section 7.5. (if) Should any clause, portion or paragraph of this Section 7.5 be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the expiration enforceability or validity of the Protection Period remainder of Section 7.5. Should any particular covenant or (ii) restriction be held to be unreasonable or unenforceable for any reason, including the expiration time period, geographical limitation, or scope of the 12 month period following the date of your termination of employment with Surety during the Protection Periodactivity covered by such covenant, then such covenant or restriction shall be given effect and enforced to whatever extent would be reasonable and enforceable.

Covenant Not to Compete. If you terminate employment with Surety or if your employment ▇▇.▇.▇. ▇▇ an inducement to SAVVIS to enter into this Agreement, which Customer acknowledges is terminated by Surety of benefit to it, and then you compete with Suretyin consideration of the promises and representations of SAVVIS under this Agreement, Surety may suffer irreparable harm Customer covenants and damage. Accordingly, you hereby agree agrees that to protect during the legitimate business interests term of Surety, while you are employed by Surety, this Agreement and for a period of 12 months following the date five years thereafter, neither Customer nor any of your termination of employment with Surety, you will notits successors or assigns will, directly or indirectly, without the prior written approval of the Surety’s Boardengage in, be directly or indirectly employed as an owner, partner, employee, consultant or have any interest in any other capacity byperson, and you will not become a stockholder firm, corporation or other entity engaged in, a surety any business activities anywhere in the United States and Canada (a “Competitor”)world competitive with or similar or related to the packet-data transport network services provided by SAVVIS under this Agreement; provided, however, that (i) Customer shall be free to continue to use the Call Assets and the satellite networks currently used by Customer, until such prohibited activity Call Assets or satellite networks have been acquired by SAVVIS, SAVVIS Communications or Affiliates of SAVVIS Communications, and (ii) Customer shall be free to make passive investments in securities of companies that provide network services in competition with SAVVIS which, in the case of any such security, does not include the ownership of less constitute more than 5% ten percent (10%) of the total outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business amount of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determinesecurity. 10.4.2. If any restriction set forth court or tribunal of competent jurisdiction shall refuse to enforce one or more of the covenants in this Section 8(c) 10.4 because the time limit applicable thereto is found by deemed unreasonable, it is expressly understood and agreed that such covenant or covenants shall not be void but that for the purpose of such proceedings such time limitation shall be deemed to be reduced to the extent necessary to permit the enforcement of such covenant or covenants. 10.4.3. If any court or tribunal of competent jurisdiction shall refuse to be unenforceable because it extends for too long a period enforce any or all of time or over too great a range of activities or over too broad a the covenants in this Section 10.4 because, taken together, they are more extensive (whether as to geographic area, scope of business or otherwise) than is deemed to be reasonable, it is expressly understood and agreed between the parties hereto that such covenant or covenants shall not be void but that for the purpose of such proceedings the restrictions contained therein (whether as to geographic area, scope of business or otherwise) shall be interpreted deemed to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement reduced to the contrary, extent necessary to permit the restriction set forth in this Section 8(c) shall terminate on enforcement of such covenant or covenants. 10.4.4. Customer specifically acknowledges and agrees that the later foregoing covenants are commercially reasonable and reasonably necessary to protect the interests of (i) SAVVIS hereunder. Customer hereby acknowledges that SAVVIS and its successors and assigns will suffer irreparable and continuing harm to the expiration extent that any of the Protection Period or (ii) foregoing covenants is breached and that legal remedies would be inadequate in the expiration event of the 12 month period following the date of your termination of employment with Surety during the Protection Periodany such breach.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for (a) For a period of 12 months three (3) years following the date Closing Date (the "Applicable Period"), neither the Elan Parent nor any of your termination its Subsidiaries, nor its or their respective successors or assigns nor any of employment its or their respective agents acting on their behalf, shall engage, license or assist another to engage (which restriction with Suretyrespect to assisting others will commence on the Original Agreement Date) in the marketing, you will notdistribution or sale of (i) Skelaxin, directly any Skelaxin Product Improvement or indirectlyany Generic Skelaxin in the Skelaxin Territory or (ii) Sonata, without any Sonata Line Extension, or any Generic Sonata in the prior written approval Sonata Territory (each, a "Competing Product"). Notwithstanding the foregoing sentence, if the Elan Parent or any of its Subsidiaries signs a definitive agreement with respect to a merger or acquisition by which such Person would acquire rights (other than residual financial rights) in a Competing Product at any time during the Applicable Period, then such Person (or the entity which acquired such Person or into which such Person has merged) shall have nine (9) months from the closing of such definitive agreement to divest itself of such rights in the Competing Product (unless the Acquirors agree in writing that such divestiture is not required) and, during such nine (9) month period, the manufacture, promotion, marketing and/or sale of such Competing Product shall not be in violation of this Section 8.12. In the case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in the Competing Product to a third party or (y) an out-license to a third party (exclusive as to the Elan Parent and its Subsidiaries, except that the Elan Parent and its Subsidiaries may continue manufacturing the Competing Product for the licensee for a reasonable period of time) of the Surety’s Boardright to make, be directly or indirectly employed as an ownerhave made, partneruse, employeesell, consultant or in any other capacity by, offer for sale and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”)import such Competing Product; provided, however, that the Elan Parent and its Subsidiaries may only retain residual financial rights to such prohibited activity Competing Product and must not exercise or have the ability to exercise any role or influence in any manner over the performance of any clinical trials with respect to such Competing Product, or the sale, offering for sale or other promotion of such Competing Product. (b) In addition, no Elan Company will solicit any Hired Employee of the Acquirors or their Subsidiaries for the purpose of having any such employee terminate his or her employment with the Acquirors or their Subsidiaries for a period of two years following the Closing Date; provided, however, that this Section 8.12(b) shall not include prohibit general solicitations of or advertisement for employment by the ownership of less than 5% Elan Companies that are not generally directed at Hired Employees. (c) It is the intention of the outstanding securities of parties that if any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business restrictions or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth covenants contained in this Section 8(c) 8.12 is found by any court of competent jurisdiction held to cover a geographic area or to be unenforceable because it extends for too long a period length of time which is not permitted by applicable Law, or over too great a range of activities or over in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, such provision shall be construed and interpreted or reformed so as to provide for a covenant having the maximum enforceable geographic area, it time period and other provisions (not greater than those contained herein) as shall be interpreted valid and enforceable under such applicable Law. Each of the parties acknowledges, however, that this Section 8.12 has been negotiated by the parties and that the geographical and time limitations on activities, are reasonable in light of the circumstances pertaining to extend only over the maximum period parties. (d) In the event of timeany breach or threatened breach by of any provision of this Section 8.12, range the other party shall be entitled to seek injunctive or other equitable relief restraining such party from competing or soliciting in violation of activities or geographic area as this Section 8.12. Such relief shall be in addition to which it and not in lieu of any other remedies that may be enforceable. Notwithstanding anything contained in available, including an action for the recovery of Damages. (e) For the avoidance of doubt, if any Person acquires Control of the Elan Parent, whether by stock purchase, merger or other transaction, no provision of this Agreement Section 8.12 shall apply to such acquiror or its Affiliates other than the Elan Parent and its Subsidiaries but this Section 8.12 shall continue to apply to the contraryElan Parent and its Subsidiaries; provided, however, that the Elan Parent and its Subsidiaries may transfer drug delivery technologies or any other assets to such acquiror even if such acquiror uses such assets in a Competing Product, so long as the drug delivery technologies or other assets transferred by the Elan Parent and its Subsidiaries do not themselves comprise a Competing Product. (f) After the Closing, the restriction set forth Elan Companies shall not sell Skelaxin to any Person that the Elan Companies believe will resell such Skelaxin in this Section 8(cthe Skelaxin Territory. After the Closing, the King Companies shall not sell Skelaxin to any Person (other than the Elan Companies) shall terminate on that the later of (i) the expiration King Companies believe will resell such Skelaxin outside of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodSkelaxin Territory.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with SuretyExcept for the Permitted Activities (as defined below), Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following five (5) years from the date of your termination of employment with Suretyhereof, you IPIX will not, directly or indirectly through any other Person: (a) engage in the Excluded Business or knowingly assist any other Person to engage in an Excluded Business; provided that nothing herein shall prevent any Person which becomes a Controlling Affiliate of IPIX after the date hereof from continuing to conduct any Excluded Business it conducts as of the date it becomes such a Controlling Affiliate; provided further that (i) such Controlling Affiliate shall not use any of IPIX's assets that are material to the Residential Real Estate Market, including, but not limited, IPIX's intellectual property assets, or any IPIX key employee that has substantial experience in the Residential Real Estate Market, directly or indirectly, without in any Excluded Business; and (ii) Homestore VT may request one time during each twelve (12) month period, and such Controlling Affiliate shall agree to disclose to Homestore VT pursuant to such request, a list of all IPIX assets that are currently being used by such Controlling Affiliate in the prior written approval Residential Real Estate Market; (b) solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the Surety’s Boardclients, customers or suppliers of Homestore VT and its Affiliates that is related to an Excluded Business; (c) knowingly lend or allow its name or reputation, knowledge or experience to be directly used by any Person engaged in an Excluded Business; and (d) invest in or indirectly employed as otherwise acquire an owner, partner, employee, consultant or equity interest in any Person engaged in an Excluded Business; provided that, with respect to any Person which is acquired by or merged into IPIX and is engaged primarily in businesses other capacity bythan the Excluded Business, IPIX shall use its best efforts to cause that Person to terminate as soon as possible any Excluded Businesses and, in the failure to so terminate, IPIX shall divest of its interest in any such Excluded Businesses within one hundred (100) days of such time IPIX becomes aware or reasonably should have become aware of such Excluded Businesses. The restrictions in this Section 4.2 will be effective (i) in the counties of Los Angeles and you will not become a stockholder inVentura, a surety business (ii) in the state of California and (iii) in the United States of America (collectively, the "Locations"). IPIX acknowledges that the business and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% operations of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; Homestore VT and provided further that such prohibited activity shall be expanded to include a surety business outside the United States its Affiliates are national, rather than local, in scope and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained restrictions in this Agreement are reasonable both individually and in the aggregate and that the duration, geographic scope, extent and application of each of such restrictions are no greater than is necessary for the protection of Homestore VT's and its Affiliates' legitimate business interests, which include but are not limited to Homestore VT's trade secrets and other valuable confidential information acquired by IPIX, its substantial relationships with prospective or existing customers and suppliers and the contrary, goodwill associated with Homestore VT and its Affiliates. For the restriction set forth in purposes of this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period.Section:

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with SuretyEach Turecamo Stockholder agrees that, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period ending on the first anniversary of 12 months following the date on which such Turecamo Stockholder (directly or through Turecamo Permitted Transferees thereof) ceases to hold shares of your termination ▇▇▇▇▇ Enterprises Stock (the "NONCOMPETITION PERIOD") such Turecamo Stockholder shall not engage directly or indirectly in any business that competes in any way with any business then being conducted by ▇▇▇▇▇ Enterprises or any Subsidiary or Affiliate thereof; PROVIDED, HOWEVER, that no owner of employment with Suretyless than 1% of the outstanding stock of any publicly-traded corporation shall be deemed to engage solely by reason thereof in any of its businesses and PROVIDED, you will notFURTHER, HOWEVER, that this Section 5(d) shall have no applicability to, and the Turecamo Stockholders may engage directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed but only through Columbia Coastal (whether as an owner, partnerofficer or director), employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded transporting containerized cargo wherever located. Subject to include a surety business outside the United States and Canada shouldprovisions of Section 8(b) of the Stockholders Agreement with respect to Columbia Coastal, during the term Noncompetition Period applicable to him or her, none of this Agreementthe Turecamo Stockholders shall induce or attempt to induce any customer or supplier, Surety do “substantial” business outside or any potential customer or supplier, of ▇▇▇▇▇ Enterprises or any of its Subsidiaries or Affiliates to terminate its relationship with or refrain from establishing a relationship with ▇▇▇▇▇ Enterprises or any of its Subsidiaries or Affiliates. Subject to the United States and Canadaprovisions of Section 8(b) of the Stockholders Agreement with respect to Columbia Coastal, during the Noncompetition Period applicable to him or her, none of the Turecamo Stockholders shall directly or indirectly, on behalf of any entity other than ▇▇▇▇▇ Enterprises or any of its Subsidiaries or Affiliates, hire or retain, or attempt to hire or retain, in any capacity any person who is, or was at any time during the preceding twelve (12) months, an employee or officer of ▇▇▇▇▇ Enterprises or a Subsidiary or an Affiliate. Upon your written request, Each of the Board Turecamo Stockholders covenants that he or she will determine not use the names "Turecamo" or "White Stack" in its sole discretion whether a connection with any maritime business or other entity constitutes a “Competitor” any business associated with assets owned or whether Surety is doing “substantial” business outside once owned by the United States Turecamo Entities. Each of the Turecamo Stockholders acknowledges and Canada; provided agrees that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth covenants contained in this Section 8(c5(d) is found by any are reasonable in duration and scope, will not pose an undue hardship on such Turecamo Stockholder, and are material to ▇▇▇▇▇ Enterprises. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5(d) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to be reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable because it extends for too long term or provision with a period term or provision that is valid and enforceable and that comes closest to expressing the intention of time the invalid or over too great a range of activities unenforceable term or over too broad a geographic areaprovision, it and this Agreement shall be interpreted to extend only over the maximum period of time, range of activities or geographic area enforceable as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) so modified after the expiration of the Protection Period or (ii) time within which the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period.judgment may be

Covenant Not to Compete. If you terminate employment with Surety For a period commencing on the Closing Date and ending on the third anniversary of the Closing Date, the Parent, the Seller and their respective Subsidiaries (whether now existing or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, hereafter acquired or created and for a period of 12 months following so long as the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval Seller and such Subsidiaries remain as Subsidiaries of the Surety’s Board, be Parent) shall not directly or indirectly employed as an owner, partner, employee, consultant or engage in any other capacity by, and you will not become a stockholder in, a surety geographical area in any business of the same type as that conducted by any of the Businesses as of the Closing Date in the United States and Canada that geographical area (a “Competitor”"Competing Business"); provided, however, that such prohibited activity the foregoing shall not include prohibit (a) the ownership by the Parent, the Seller or any of their respective Subsidiaries (whether now existing or hereafter acquired or created) of less than 5% of the outstanding securities stock of any publicly publicly-traded corporation engaged in a Competing Business, (determined b) activities by vote the Parent, the Seller or value) regardless their respective Affiliates that were existing activities of the business Parent, the Seller or their respective Affiliates as of the Closing Date other than activities of the Businesses, (c) providing services similar to the services provided by the Businesses to only the Parent, the Seller and their Affiliates, provided, that the Parent and the Seller hereby represent that the Parent, the Seller or any Affiliate thereof does not, as of the date hereof or as of the Closing Date, have any current intention of providing any such services, (d) the acquisition of the Parent, the Seller or any of their Affiliates by a third party whose operations involve a Competing Business, (e) the acquisition by the Parent, the Seller or any of their Affiliates of a third party which engages in a Competing Business, provided that the primary purpose of any such acquisition referred to in this clause (e) is not the acquisition of such corporation; Competing Businesses, and provided further that such prohibited activity Competing Business referred to in this clause (e) either (i), together with the revenues for any prior acquisition exempted from the provisions of this Section 8.06 by this clause (e)(i), accounts for less than U.S. $50,000,000 in revenues for the last fiscal year of such third party for which financial statements are available or (ii) is divested by the Acquiror within 270 days from the date it is acquired or (f) the Parent or any of its Affiliates acquiring any Designated Regulatory Assets pursuant to subsection (a) of Section 8.05; provided, however, that if significant progress has been made and is continuing with respect to such divestiture by the end of such period, the period shall be expanded to include a surety business outside extended at the United States and Canada should, during request of the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determineParent for an additional ninety (90) days. If any restriction set forth in this Section 8(c) is found by any court the final judgment of a Court of competent jurisdiction declares that any term or provision of this Section 8.06 is invalid or unenforceable, the parties agree that the Court making the determination of invalidity or HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 44 51 unenforceability shall have the power to be reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable because it extends for too long term or provision with a period term or provision that is valid and enforceable and that comes closest to expressing the intention of time the invalid and unenforceable term or over too great a range of activities or over too broad a geographic areaprovision, it and this Agreement shall be interpreted to extend only over the maximum period of time, range of activities or geographic area enforceable as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) so modified after the expiration of the Protection Period or (ii) time within which the expiration judgment may be appealed. The Parent and the Seller acknowledge that the provisions of this Section 8.06 are reasonable in time and scope and necessary to protect the legitimate interests of the 12 month period Acquiror and each Buyer and that any violation of this Section 8.06 will result in irreparable injury to the Acquiror, each Buyer and to the Businesses, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such violation would not be reasonable or adequate compensation to the Acquiror, the Buyers and the Businesses. Accordingly, the Parent and the Seller agree that, if any of them or any of their Subsidiaries (whether now existing or hereafter acquired or created) violates this Section 8.06, the Acquiror, any of the Buyers and the members of each Company Group (following consummation of the date transactions contemplated hereby) shall be entitled, in addition to any other remedy that may be available at law or in equity, to specific performance and injunctive relief, without posting bond or other security and without the necessity of your termination of employment with Surety during the Protection Periodproving actual damages.

Covenant Not to Compete. If you terminate employment (a) Seller agrees that during the Seller Non-Compete Period, neither Seller nor any of its controlled Affiliates shall engage, manage, operate or have any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in, manages or operates a business that competes with Surety the Business (each, a “Competing Business”) anywhere in the world; provided, however, that it shall not be a violation of this Section 5.14(a) for Seller or any of its controlled Affiliates (i) to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange or the Nasdaq Stock Market (or a recognized securities exchange outside the U.S.) if your employment Seller or any of its controlled Affiliates (x) is terminated by Surety not a controlling Person or a member of a group that controls such Person and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following the date of your termination of employment with Surety, you will (y) does not, directly or indirectly, without the prior written approval own more than 5% or more of the Surety’s Boardvoting securities of such Person, be (ii) to acquire, directly or indirectly employed indirectly, the equity or assets of, or otherwise become affiliated with or participate in, any enterprise engaged in a Competing Business if Seller shall use reasonable efforts to divest, as an owner, partner, employee, consultant or soon as reasonably practicable (and in any event within eighteen (18) months after the closing date of such acquisition, its interest in such enterprise relating to the Competing Business), (iii) to continue operating existing lines of business, other capacity bythan the Business, or any of the Excluded Assets or (iv) to perform the activities contemplated by the Ancillary Agreements. None of the provisions of this Section 5.14(a) shall operate to prohibit, hinder, impede or restrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in Seller or any of its Affiliates (provided that Seller and you will not become a stockholder its controlled Affiliates as of the date of such transactions shall continue to be subject to the provisions of this Section 5.14(a) after any such transaction). (b) Buyer agrees that during the Buyer Non-Compete Period, neither Buyer nor any of its controlled Affiliates shall use any of the Business Assets or permit any Transferred Employee, while providing services to Buyer or any of its controlled Affiliates, to engage, manage, operate or have any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in, manages or operates a surety business that competes with the Marine Business (each, a “Buyer Competing Business”) anywhere in the United States and Canada (a “Competitor”)world; provided, however, that such prohibited activity it shall not include be a violation of this Section 5.14(b) for Buyer or any of its controlled Affiliates (i) to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange or the ownership Nasdaq Stock Market (or a recognized securities exchange outside the U.S.) if Buyer or any of less its controlled Affiliates (x) is not a controlling Person or a member of a group that controls such Person and (y) does not, directly or indirectly, own more than 5% or more of the outstanding voting securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada shouldPerson, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) to acquire, directly or indirectly, the expiration equity or assets of, or otherwise become affiliated with or participate in, any enterprise engaged in a Buyer Competing Business if Buyer shall use reasonable efforts to divest, as soon as reasonably practicable (and in any event within eighteen (18) months after the closing date of such acquisition, its interest in such enterprise relating to the Buyer Competing Business), (iii) to continue operating existing lines of business, or (iv) to perform the activities contemplated by the Ancillary Agreements. None of the 12 month period following provisions of this Section 5.14(b) shall operate to prohibit, hinder, impede or restrict from engaging in a Buyer Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in Buyer or any of its Affiliates (provided that Buyer and its controlled Affiliates as of the date of your termination such transactions shall continue to be subject to the provisions of employment with Surety during this Section 5.14(b) after any such transaction) and such Person shall not utilize any of the Protection PeriodBusiness Assets to engage in any Buyer Competing Business.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a the surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include (i) the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporationcorporation or (ii) the provision of services to a business the gross written premiums of which arising from the surety business during the immediately preceding calendar year was less than 20% of such business’ total gross written premiums; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period.

Covenant Not to Compete. If you terminate employment For a period of five years after the Closing ----------------------- Date, Unified shall not, directly or indirectly engage in lending and depositing gathering activities as conducted by UBC as of the date of this Agreement (such activities are hereinafter referred to as "Retail Banking"); provided however, the provisions of this Agreement shall not apply to (i) the business activities being conducted by Unified or any of its subsidiaries or affiliates (but excluding UBC) as of the date of this Agreement, including the lending activities of Commonwealth Premium Finance Corporation, or any successor thereto, and (ii) the sponsoring by Unified or any of its subsidiaries or affiliates of a money market fund or a collective investment fund. For purposes of this Section 4.13, the term "compete in any way with Surety the business of UBC" shall mean the entering into or if your employment is terminated attempting to enter into Retail Banking; provided further, however, the provisions of this Section 4.13 shall not apply in the event a third party shall purchase all or substantially all of Unified's assets or effect a merger or consolidation or similar transaction involving the acquisition of Unified, or purchase or otherwise acquire (including by Surety way of merger, consolidation, share exchange or similar transaction) beneficial ownership of securities representing 50% or more of the voting power of Unified. Unified acknowledges that it would be difficult to measure damage to Blue River from any breach by Unified of the covenants set forth in this Section 4.13, that injury to Blue River from any such breach would be incalculable and then you compete with Suretyirremediable, Surety may suffer irreparable harm and damagethat money damages would therefore be an inadequate remedy for any such breach. Accordingly, you hereby agree Unified agrees that if it breaches this Section 4.13, Blue River shall be entitled, in addition to protect all other remedies it may have, to seek a preliminary and permanent injunction to restrain any such breach by Unified. Unified will indemnify Blue River and hold Blue River harmless against any loss, cost, liability or expense incurred by Blue River by reason of the legitimate business interests breach or nonfulfillment by Unified of Suretyany obligation contained in this Section 4.13. To the extent that the covenants set forth in this Section 4.13 or any word, while you are employed by Suretyphrase, clause or sentence thereof (including any geographical or temporal restrictions contained in such covenants) shall be found to be illegal or unenforceable for any reason, such word, clause, phrase or sentence shall be modified or deleted in such manner so as to afford Blue River the fullest protection commensurate with making the covenant, as modified, legal and enforceable under applicable laws, and the balance of the covenants, or parts thereof, shall not be affected thereby, the balance being construed as severable and independent. In addition, for a period of 12 months following three years after the date of your termination of employment with SuretyClosing Date, you will Unified shall not, directly or indirectly, without the prior written approval of the Surety’s Board, be either directly or indirectly employed as offer or provide employment (whether such employment is with Unified or any subsidiary of Unified), either on a full-time or part-time or consulting basis, to any person who then currently is, or who within one (1) year prior to such offer or provision of employment has been, an owner, partner, employee, consultant employee of UBC or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”)Blue River; provided, however, that such prohibited activity the provision of this sentence shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation apply to ▇▇▇▇ ▇. ▇▇▇▇▇ (determined by vote "▇▇▇▇▇") or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada▇▇▇▇▇▇ ▇▇▇▇▇. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth The restrictions contained in this Section 8(c) is found by any court 4.13 upon the activities of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it Unified shall be interpreted limited to extend only over the maximum period States of time, range of activities or geographic area as to which it may be enforceableKentucky and Indiana. Notwithstanding anything The restrictions and covenants contained in this Agreement Section 4.13 shall be deemed not to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later run during all periods of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodnoncompliance.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree Seller agrees that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following six years from and after the date of your termination of employment with SuretyClosing Date, you will it shall not, directly or indirectlyindirectly through any of its Affiliates, without engage in any business that competes directly with the prior written approval Business in supplying any existing customer of the Surety’s Board, be Business or Airbus any of the commercial or C-17 products currently manufactured by the Business directly for third party customers or indirectly employed as an owner, partner, employee, consultant any natural follow-on products representing modifications or in improvements of such products for existing third party customers on current or successor programs or any other capacity by, and you will not become a stockholder in, a surety business similar products in the United States and Canada case of Airbus (a collectively “CompetitorCompetitive Activities”); provided, however, that such prohibited activity nothing herein shall not include the ownership prohibit: (i) an investment of less than 520% of the outstanding equity securities (as determined at the time of the investment) in a Person; (ii) any publicly traded corporation acquisition by Seller of another Person which is engaged in a Competitive Activity, if such Competitive Activity represents (determined A) during the first three years from and after the Closing Date, the lesser of (x) less than one-third of such Person’s revenues and less than one-third of such Person’s assets or (y) $300,000,000 in revenues of such Person and (B) thereafter, less than one-third of such Person’s revenue and less than one-third of such Person’s assets; or (iii) any such Competitive Activity by vote another Person if such Person has acquired Seller or value) regardless substantially all of its assets; provided, however, that the restrictions of this Section 6.7 shall remain applicable to Seller and its assets after such acquisition whether the business of Seller is held as a separate legal entity or a division of such corporation; acquiring Person. The provisions of this Section 6.7 shall be deemed to be a separate covenant in each country in which the Business is currently engaged in Competitive Activities. Seller acknowledges and provided further agrees that the time, scope, geographic area and other provisions of this covenant not to compete have been specifically negotiated by sophisticated parties and that such prohibited activity shall be expanded to include provisions are reasonable under the circumstances. The parties further agree that if, despite the foregoing acknowledgment, a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business court or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court tribunal of competent jurisdiction holds that any of the restrictions of this covenant not to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic areacompete are unenforceable, it shall be interpreted to extend only over the maximum period restrictions of time, range of activities scope or geographic area reasonable under the circumstances, as to which it may determined by such court or tribunal, shall be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodsubstituted for any such restrictions held unenforceable.

Covenant Not to Compete. (a) If you terminate the Employee's employment with Surety the Company terminates before December 31, 2002 (other than a termination for Cause or if your employment is terminated by Surety and then you compete with Suretyreason of the Employee's death, Surety may suffer irreparable harm and damage. AccordinglyDisability or voluntary resignation or retirement), you hereby agree the Employee agrees that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months one year following the date of your termination of employment the Employee shall not compete, either directly or indirectly (as a shareholder, partner, employee, trustee or otherwise in any person, firm, corporation, association, partnership or other entity), with Suretythe Company or its subsidiaries by engaging, you will through operations or sales anywhere in the United States, in business in which the Company or its subsidiaries are now engaged or such other businesses as the Company or its subsidiaries may be engaged in at the time of such termination; provided, however, that the Employee may own securities of any publicly held corporation so long as such ownership does not exceed one percent (1%) of the outstanding voting securities of such corporation. The Employee also agrees that for a period of one year following the termination of employment the Employee shall not, directly or indirectly, without (1) solicit or accept any business similar to business provided by the prior written approval Company from customers of the Surety’s BoardCompany, be directly including prospective customers with which the Company has met within twelve (12) months, or indirectly employed as an ownerrequest, partner, employee, consultant induce or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% advise customers of the outstanding securities of Company to withdraw, curtail or cancel their business with the Company, or (2) solicit for employment any publicly traded corporation (determined by vote or value) regardless employee of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada shouldCompany, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written or request, induce or advise any employee to leave the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside employ of the United States and Canada; provided that Company. (b) As consideration for the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything covenant contained in this Agreement paragraph 6, the Employee shall be entitled to receive an aggregate amount equal to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration sum of the Protection Period or (ii) the expiration Employee's Base Salary as of the 12 month period following the date of your termination and the Employee's Target Bonus, payable in twelve equal monthly installments beginning at the end of the first calendar month following the termination of employment with Surety during employment. The payment under this paragraph 6 is separate from and in addition to any retention bonus payable under paragraph 3 or any severance benefit payable under paragraph 4. (c) If the Protection PeriodEmployee breaches the provisions of this paragraph 6, all payments under this paragraph shall cease and the Company shall be entitled, without the posting of a bond, to an injunction restraining such breach and to an accounting and repayment of all profits, compensation, commissions, remuneration or other benefits that the Employee, directly or indirectly, may realize from or related to any such violation. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedy available to it for such breach.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) In furtherance of the Mergers and then you compete with Suretythe Contemplated Transactions, Surety may suffer irreparable harm ▇▇▇▇▇▇▇ covenants and damage. Accordinglyagrees that, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period beginning on the Effective Time and ending on the two (2) year anniversary of 12 months following the date Effective Time, neither ▇▇▇▇▇▇▇ nor any of your termination its Subsidiaries shall, without the prior written consent of employment with SuretyNetScout, you will notengage in, directly or indirectly, without the prior written approval Communications Business as conducted as of the SuretyEffective Time (the “NetScout Restricted Business”) anywhere throughout the world. Notwithstanding anything to the contrary in the foregoing: (i) Nothing in this Section 5.15(a) shall prohibit ▇▇▇▇▇▇▇ or its Subsidiaries from engaging in the businesses conducted by ▇▇▇▇▇▇▇ or its Subsidiaries (excluding the Communications Business) as of the Effective Time; (ii) The restrictions set forth in this Section 5.15(a) shall not apply to any joint venture or non-consolidated entity in which ▇▇▇▇▇▇▇ or its Subsidiaries owns a non-controlling interest; (iii) ▇▇▇▇▇▇▇ may acquire interests in or securities of any Person engaged in the NetScout Restricted Business where the revenues of such Person that are derived from the NetScout Restricted Business are (A) thirty-five percent (35%) or less of such Person’s Boardtotal revenues or (B) less than $50,000,000 annually; (iv) In the event that ▇▇▇▇▇▇▇ completes a business combination transaction with a Person that is engaged in any NetScout Restricted Business, be directly which transaction results in the holders of the voting securities of ▇▇▇▇▇▇▇ outstanding immediately prior to the consummation of such transaction owning less than 50% of the voting power of the voting securities of ▇▇▇▇▇▇▇ or indirectly employed the surviving entity in the transaction or any parent thereof outstanding immediately after the consummation of such transaction, such surviving entity or parent or any of its Subsidiaries or Affiliates (but not ▇▇▇▇▇▇▇ or any of its Subsidiaries) may engage in any NetScout Restricted Business; (v) Nothing set forth in this Section 5.15(a) shall prohibit ▇▇▇▇▇▇▇ or its Subsidiaries from owning not in excess of 10% in the aggregate of any class of capital stock or other equity interest of any publicly traded Person engaged in the NetScout Restricted Business; (vi) ▇▇▇▇▇▇▇ may acquire interests in or securities of any Person as an owner, partner, employee, consultant investment by their pension funds or funds of any other benefit plan of ▇▇▇▇▇▇▇ whether or not such Person is engaged in any other capacity byNetScout Restricted Business; and (vii) ▇▇▇▇▇▇▇ may perform its obligations under this Agreement and the Transaction Documents. The parties hereto acknowledge and agree that nothing herein shall be deemed to require ▇▇▇▇▇▇▇ to give notice to or obtain the consent of NetScout in order to engage in any activity or transaction of the types described in Section 5.15(a)(i) through (vii). (b) ▇▇▇▇▇▇▇ acknowledges and agrees that the covenants included in Section 5.15(a) are, taken as a whole, reasonable in their geographic and you will temporal coverage and ▇▇▇▇▇▇▇ shall not become a stockholder in, a surety business raise any issue of geographic or temporal reasonableness in the United States and Canada (a “Competitor”)any proceeding to enforce such covenant; provided, however, that such prohibited activity shall not include (i) if the ownership final judgment of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction declares that any term or provision of this Section 5.15 is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to be limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable because it extends for too long term or provision with a period term or provision that is valid and enforceable and that comes closest to expressing the intention of time the invalid or over too great a range of activities unenforceable term or over too broad a geographic areaprovision, it and this Section 5.15 shall be interpreted to extend only over the maximum period of time, range of activities or geographic area enforceable as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or so modified and (ii) in the expiration event such court does not exercise the power granted to it in the prior clause, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term. ▇▇▇▇▇▇▇ acknowledges and agrees that in the event of a breach by ▇▇▇▇▇▇▇ of the 12 month period following provisions of this Section 5.15, monetary damages shall not constitute a sufficient remedy. Consequently, in the date event of your termination any such breach, NetScout may, in addition to any other rights and remedies existing in its favor, apply to any court of employment with Surety during law or equity of competent jurisdiction for specific performance and/or preliminary and final injunctive relief or other relief in order to enforce or prevent any violation of the Protection Periodprovisions hereof, without the necessity of proving actual damages or posting a bond.

Covenant Not to Compete. If you terminate employment with Surety Beginning on the First Closing Date and ending on the thirty (30) month anniversary of the First Closing Date, neither Seller nor any of its Affiliates or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following the date of your termination of employment with Surety, you will notpermitted successors or assigns shall, directly or indirectly, without the prior written approval consent of Buyer, engage anywhere in the Surety’s Board, be directly or indirectly employed world in (whether as an owneragent, consultant, advisor, independent contractor, proprietor, partner, employeeofficer, consultant director or otherwise), in any other capacity bythe design, and you will not become manufacture, marketing or sale of Transferred Devices or similar products intended for use in the Field, or otherwise engage in a stockholder in, a surety business in the United States and Canada Field (a the foregoing, the “CompetitorRestricted Activities”); provided, however, that such prohibited activity nothing in this Section 7.1 shall not include the restrict Seller from acquiring ownership of less an equity interest not greater than 5% fifteen percent (15%) in an entity engaged in the Restricted Activities, provided that during the four (4) consecutive calendar quarters prior to Seller’s acquisition of such equity interest and at all times thereafter, such entity’s engagement in the Restricted Activities contributed not more than twenty-five percent (25%) of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business total sales of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside entity. Notwithstanding the United States and Canada shouldforegoing provisions of this Section 7.1, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned period beginning on the accuracy of First Closing Date and ending on the Second Closing Date (or if such informationSecond Closing does not occur, then perpetually thereafter), Seller and on such other factors as its Affiliates may engage in the Board may determine. If any restriction set forth foregoing activities in this accordance with Section 8(c6.3(b) is found by any court of competent jurisdiction solely with respect to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceableCall Assets. Notwithstanding anything contained the forgoing, nothing herein shall restrict Seller’s or its Affiliates’ engaging in this Agreement to business activities outside of the contrary, the restriction set forth Field or Seller or its Affiliates’ engaging in this Section 8(c) shall terminate on the later of business activities with respect to: (i) the expiration of the Protection Period or discrete components, (ii) physical-layer devices, (iii) memory and (iv) ASICs where the expiration intellectual property contained in the “Field” definition of the 12 month period following the date of your termination of employment with Surety during the Protection Periodthis Agreement is substantially supplied by customer.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) The Sellers acknowledges that the agreements and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that covenants contained in this Section 7.7 are essential to protect the legitimate business interests value of Suretythe Business being acquired by the Buyer. Therefore, while you are employed by Suretythe Sellers agree that for the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (such period is hereinafter referred to as the "Restricted Period"), and for a period of 12 months following the date of your termination of employment with Surety, you will notSellers shall not participate or engage, directly or indirectly, without the prior written approval for themselves or on behalf of the Surety’s Boardor in conjunction with any Person, be directly or indirectly employed whether as an owneremployee, agent, officer, director, shareholder, partner, employeejoint venturer, consultant investor or otherwise, in any other capacity by, and you will not become a stockholder in, a surety publishing business in undertaken or expressly contemplated to be undertaken by the United States and Canada (a “Competitor”)Buyer or any of its Affiliates; provided, however, that such prohibited activity the foregoing shall not include prohibit Buda from serving as an officer and employee of the Buyer or any affiliate of the Buyer nor shall it prohibit the ownership by the Sellers of less than 5equity securities of a public company in an amount not to exceed 2% of the issued and outstanding securities shares of any publicly traded corporation such company. Notwithstanding the foregoing, in the event Buda's employment is terminated by the Buyer prior to the second (determined by vote or value2nd) regardless anniversary of the business date hereof without Just Cause (as defined in the Buda Employment Agreement), the Restricted Period shall mean the second anniversary of the date hereof. (b) The Sellers agree that a monetary remedy for a breach of the agreement set forth in Section 7.7(a) hereof will be inadequate and impracticable and further agree that such a breach would cause the Buyer irreparable harm, and that the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such corporation; and provided further a breach, the Sellers agree that such prohibited activity the Buyer shall be expanded entitled to include such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions as a surety business outside court of competent jurisdiction shall determine. (c) If any provision of this Section 7.7 is invalid in part, it shall be curtailed, as to time, location or scope, to the minimum extent required for its validity under the laws of the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement binding and enforceable with respect to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodSellers as so curtailed.

Covenant Not to Compete. If you terminate employment (a) The Seller acknowledges that the Buyer’s ability to carry on the Business free from competition from the Seller is an important part of the benefit that the Buyer will receive in connection with Surety the transactions contemplated hereby. The Seller agrees that for a period of two years after the Closing Date, the Seller shall not, and shall use reasonable efforts prior to the Seller’s dissolution to cause any employee of the Seller who is not employed by the Buyer following the Closing not to, unless acting in accordance with the Buyer’s prior written consent (which consent may be withheld in the Buyer’s sole and absolute discretion), directly or if your employment is terminated indirectly, own, manage, join, operate or control, or participate in the ownership, management, operation or control of, or permit its name to be used by Surety or in connection with, any profit or non-profit business or organization which directly or indirectly competes with the Business as conducted or as proposed to be conducted by the Buyer, in the United States of America and then you compete with Suretythe dependent territories of the United States of America, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree each and every country in the world; it being understood that the foregoing shall not limit the Seller from making passive investments in less than 1% of the outstanding equity securities in any entity listed for trading on a national stock exchange or quoted on any recognized automatic quotation system. (b) The restrictions contained in this Section 6.19 are made and given to protect and preserve Buyer’s benefits of the acquisition of the Business and the Assets and the goodwill associated thereunder. The Seller further acknowledges and agrees that such restrictions are fair and reasonable, that such restrictions are necessary to protect and preserve the benefit of the bargain negotiated by the Buyer in the acquisition of the Business and Assets, and that such restrictions are necessary for the protection of the legitimate business interests of Surety, while you are employed by Surety, and for a the Buyer. (c) During the two year period of 12 months following after the date of your termination of employment with Suretythis Agreement, you will the Seller shall not, directly or indirectly, without (i) solicit, encourage, or take any other intentional action which is reasonably intended to induce any person employed by the prior written approval Buyer or any affiliates thereof who participates in the Business to terminate his or her employment with the Buyer or any affiliates thereof; (ii) interfere in any manner with the contractual or employment relationship between the Buyer or any affiliate thereof and any such employee; or (iii) interfere in any business relationship of the Surety’s Board, be directly Buyer or indirectly employed as an owner, partner, employee, consultant or any affiliate thereof. (d) The restrictive covenants contained in this Section 6.19 are independent of each other and of any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term provision of this Agreement, Surety do “substantial” business outside and the United States existence of a claim which one party may allege against the other, whether based on this Agreement or otherwise, will not prevent the enforcement of any of these covenants. The Seller hereby agrees that the Buyer’s remedies at law for any breach or threat of breach by such person of this Section 6.19 will be inadequate, and Canadathat the Buyer shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 6.19 and to enforce specifically the terms and provisions hereof. Upon your written requestShould any provision of these covenants be held invalid, illegal or unenforceable, in whole or in part, the Board will determine in its sole discretion whether a business validity, legality or enforceability of the other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to provisions hereof, shall not be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determineaffected thereby. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it invalidity shall be interpreted to extend only over caused by the maximum length of any period of time, range the size of the restricted area, or the scope of activities set forth herein, such period of time, such area, such scope or geographic all of such factors shall be considered to be reduced to the maximum period, area as to which it may or scope would cure such invalidity and still be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in Any provision of this Section 8(c) 6.19 which is held invalid, illegal or unenforceable in any jurisdiction shall terminate on the later of (i) the expiration of the Protection Period be not deemed invalid, illegal or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodunenforceable in any other jurisdiction.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for (i) For a period of 12 months following from the date hereof through the fifth (5th) anniversary of your termination the date hereof (the “Non-Compete Period”), Seller and its controlled Affiliates will not (a) engage in any Competing Business (as defined below) anywhere in the world, (b) invest in, own, manage, finance or control any business, firm, corporation, joint venture or other Person that engages in the Competing Business anywhere in the world, or (c) in connection with engaging in any Competing Business, solicit, accept, divert, or assist in soliciting or diverting, customers and prospects of employment with Suretyany Competing Business for the benefit of Seller or its Affiliates or a Competitor. Notwithstanding the foregoing, you will notit shall not be a violation of this Section 5(c)(i) for Seller or any of its Affiliates (x) to own, directly or indirectly, without solely as an investment, securities of any Person that are traded on a national securities exchange (or a recognized securities exchange outside the prior written approval United States) if neither Seller nor any of the Surety’s Board, be its controlled Affiliates (A) is a controlling Person or a member of a group that controls such Person and (B) directly or indirectly employed as an ownerindirectly, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less owns more than 5% or more of the outstanding voting securities of such Person, (y) to acquire, directly or indirectly, the equity or assets of, enter into any publicly traded corporation business combination with, any enterprise that derives less than either 10% or $4.0 million of its total annual revenue from a Competing Business, if Seller shall use reasonable efforts to divest, as soon as reasonably practicable (determined by vote and in any event within eighteen (18) months after the closing date of such acquisition), its interest in such enterprise relating to such Competing Business, or value(z) regardless to offer or administer an Employee Survey or Physician Survey on behalf of any Person that (A) does not have a contract with Seller on the Closing Date for the administration of any Employee Survey or Physician Survey or (B) that was in Seller’s customer pipeline as of the business Effective Time but was not successfully converted to Buyer within 30 days of such corporation; and provided further the Effective Time. For the avoidance of doubt, any actions taken by Seller that such prohibited activity are expressly permitted or required hereunder (including pursuant to Section 5(c)(iii)) or under any Ancillary Agreement shall not be expanded to include considered a surety business outside the United States and Canada should, during the term breach of this Section 5(c)(i). (ii) For purposes of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “CompetitorCompeting Business” or whether Surety is doing “substantial” means the business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (ia) the expiration of the Protection Period conducting, administering, bench-marking, or analyzing Surveys, or (iib) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodmarketing or selling a Competitor’s Surveys, or (c) providing consulting services to help customers understand and improve their Survey results.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for (a) For a period of 12 months three (3) years following the date Closing Date (the "Applicable Period"), neither the Elan Parent nor any of your termination its Subsidiaries, nor its or their respective successors or assigns nor any of employment its or their respective agents acting on their behalf, shall engage, license or assist another to engage (which restriction with Suretyrespect to assisting others will commence on the Original Agreement Date) in the marketing, you will notdistribution or sale of (i) Skelaxin, directly any Skelaxin Product Improvement or indirectlyany Generic Skelaxin in the Skelaxin Territory or (ii) Sonata, without any Sonata Line Extension, or any Generic Sonata in the prior written approval Sonata Territory (each, a "Competing Product"). Notwithstanding the foregoing sentence, if the Elan Parent or any of its Subsidiaries signs a definitive agreement with respect to a merger or acquisition by which such Person would acquire rights (other than residual financial rights) in a Competing Product at any time during the Applicable Period, then such Person (or the entity which acquired such Person or into which such Person has merged) shall have nine (9) months from the closing of such definitive agreement to divest itself of such rights in the Competing Product (unless the Acquirors agree in writing that such divestiture is not required) and, during such nine (9) month period, the manufacture, promotion, marketing and/or sale of such Competing Product shall not be in violation of this Section 8.12. In the case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in the Competing Product to a third party or (y) an out-license to a third party (exclusive as to the Elan Parent and its Subsidiaries, except that the Elan Parent and its Subsidiaries may continue manufacturing the Competing Product for the licensee for a reasonable period of time) of the Surety’s Boardright to make, be directly or indirectly employed as an ownerhave made, partneruse, employeesell, consultant or in any other capacity by, offer for sale and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”)import such Competing Product; provided, however, that the Elan Parent and its Subsidiaries may only retain residual financial rights to such prohibited activity Competing Product and must not exercise or have the ability to exercise any role or influence in any manner over the performance of any clinical trials with respect to such Competing Product, or the sale, offering for sale or other promotion of such Competing Product. (b) In addition, no Elan Company will solicit any Hired Employee of the Acquirors or their Subsidiaries for the purpose of having any such employee terminate his or her employment with the Acquirors or their Subsidiaries for a period of two years following the Closing Date; provided, however, that this Section 8.12(b) shall not include prohibit general solicitations of or advertisement for employment by the ownership of less than 5% Elan Companies that are not generally directed at Hired Employees. (c) It is the intention of the outstanding securities of parties that if any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business restrictions or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth covenants contained in this Section 8(c) 8.12 is found by any court of competent jurisdiction held to cover a geographic area or to be unenforceable because it extends for too long a period length of time which is not permitted by applicable Law, or over too great a range of activities or over in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, such provision shall be construed and interpreted or reformed so as to provide for a covenant having the maximum enforceable geographic area, it time period and other provisions (not greater than those contained herein) as shall be interpreted valid and enforceable under such applicable Law. Each of the parties acknowledges, however, that this Section 8.12 has been negotiated by the parties and that the geographical and time limitations on activities, are reasonable in light of the circumstances pertaining to extend only over the maximum period parties. (d) In the event of timeany breach or threatened breach by of any provision of this Section 8.12, range the other party shall be entitled to seek injunctive or other equitable relief restraining such party from competing or soliciting in violation of activities or geographic area as this Section 8.12. Such relief shall be in addition to which it and not in lieu of any other remedies that may be enforceable. Notwithstanding anything contained in available, including an action for the recovery of Damages. (e) For the avoidance of doubt, if any Person acquires Control of the Elan Parent, whether by stock purchase, merger or other transaction, no provision of this Agreement Sec- tion 8.12 shall apply to such acquiror or its Affiliates other than the Elan Parent and its Subsidiaries but this Section 8.12 shall continue to apply to the contraryElan Parent and its Subsidiaries; provided, however, that the Elan Parent and its Subsidiaries may transfer drug delivery technologies or any other assets to such acquiror even if such acquiror uses such assets in a Competing Product, so long as the drug delivery technologies or other assets transferred by the Elan Parent and its Subsidiaries do not themselves comprise a Competing Product. (f) After the Closing, the restriction set forth Elan Companies shall not sell Skelaxin to any Person that the Elan Companies believe will resell such Skelaxin in this Section 8(cthe Skelaxin Territory. After the Closing, the King Companies shall not sell Skelaxin to any Person (other than the Elan Companies) shall terminate on that the later of (i) the expiration King Companies believe will resell such Skelaxin outside of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodSkelaxin Territory.

Covenant Not to Compete. If you terminate employment and Agreement with Surety or if your employment is terminated by Surety Respect to Seller Solicitations. Seller hereby covenants and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree agrees that to protect following the legitimate business interests consummation of Surety, while you are employed by Surety, this transaction and for a period of 12 months following the date three (3) years thereafter, neither it nor any of your termination of employment with Suretyits affiliates will (a) open a de-novo branch, you will notoperate, directly control or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as otherwise have an owner, partner, employee, consultant or interest in any other capacity byfinancial institution, branch or similar facility that has a place of business within the Clarksville, Tennessee metropolitan statistical area, including specifically Montgomery County, Tennessee and you will not become a stockholder inChristian County, a surety business in Kentucky (the United States and Canada "Rest▇▇▇▇▇▇ ▇▇▇a") or (a “Competitor”)b) establish an electronic funds transfer terminal, of any type or description, within the Restricted Area; provided, however, that such prohibited activity the foregoing shall not include prevent the ownership Seller from merging with another financial institution which operates a banking facility within the Restricted Area so long as the main office of less than 5% such institution is not in the Restricted Area. Seller further agrees that from the date of this Agreement and for a period of three (3) years following the Closing Date, the Seller shall not specifically solicit persons or entities who are customers of the outstanding securities Branches on the day immediately preceding the Closing Date; provided, however, that the Seller shall not be restricted or prohibited from engaging in or using general mass mailings, telemarketing programs, newspaper, radio, television or print advertisements, the internet, the Seller's web site, electronic advertisements or communications and other types of any publicly traded corporation (determined by vote communications that are directed to the general public, to existing or value) regardless potential customers of the business of such corporationSeller generally or to persons defined by criteria other than solely their status as loan or deposit customers attributed to a Branches; and provided further further, however, that such prohibited activity this covenant shall be expanded not prohibit or restrict the Seller from soliciting or servicing persons, entities or customers (including loan and deposit customers attributed to include a surety business outside the United States Branches) with respect to any products, services, desires, activities or relationships specifically excluded from the transactions contemplated hereby, including, without limitation, the products, services, activities or relationships referenced in Sections 1.4(c) and Canada should, during the term (d) of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long For a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(ctwo (2) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period years following the date Closing Date, Seller will not directly solicit for employment or hire any person who is now employed at the Branches and continues to be employed without interruption after the Closing Date (it being understood by the parties that advertising and other recruiting efforts aimed at the general public shall not violate the terms of your termination of employment with Surety during the Protection Periodthis Agreement).

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for (a) For a period of 12 months following one (1) year from and after the date of your termination of employment with SuretyClosing, you will Seller agrees that it and Royal Wolf Holdings Limited shall not, and they shall cause their respective Subsidiaries not to, engage directly or indirectly in any business that competes in the Subject Territory with the Business as it is conducted as of the Closing (a "Competitive Business"). (b) Notwithstanding the provisions of clause 4.11(a), (i) Seller, Royal Wolf Holdings Limited and their respective Subsidiaries may invest as passive investors owning, in aggregate, not more than ten percent (10%) of the outstanding shares of any class of securities of any Person that is engaged in any Competitive Business having a class of securities registered pursuant to the United States Securities Exchange Act of 1934, so long they do not in any way, either directly or indirectly, without the prior written approval manage or exercise control over any such Person or otherwise take any part in any of such Person's businesses, other than exercising rights as a shareholder, and (ii) none of Seller, Royal Wolf Holdings Limited or their respective Subsidiaries shall be prohibited from acquiring a Person engaged in a Competitive Business together with other lines of business if not more than twenty percent (20%) of the Surety’s Boardvalue of the acquired Person's assets (measured by the most current financial statements published by the acquired Person in the ordinary course of business) relates to the Competitive Business. (c) The provisions of the covenant contained in clause 4.11(a) shall be deemed to be a separate covenant in each of the states, be directly cities, counties, countries or indirectly employed as an ownerother (a) have been specifically negotiated by sophisticated, partnercommercial parties and specifically hereby agree that such time, employeescope and other provisions are reasonable under the circumstances. The Parties further agree that if, consultant at any time, despite the express agreement of the Parties, a court of competent jurisdiction holds that any portion of clause 4.11 (a) is unenforceable because any of the restrictions therein are unreasonable, or in for any other capacity byreason, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity decision shall not include affect the ownership validity or enforceability of less than 5% any of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term other provisions of this Agreement, Surety do “substantial” business outside and the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period maximum restrictions of time or over too great scope reasonable under the circumstances, as determined by such court, will be substituted for any such restrictions which are held unenforceable. In the event of a range breach by any party of activities or over too broad a geographic areaany of the provisions of clause 4.11(a), it shall be interpreted the Parties acknowledge that such breach may cause irreparable damage to extend only over Purchaser, the maximum period exact amount of time, range of activities or geographic area as to which it may be enforceabledifficult to ascertain, and the remedies at law for any such breach may be inadequate. Notwithstanding anything contained Accordingly, Purchaser may be entitled, in this Agreement addition to the contraryany other rights or remedies existing in its favor, the restriction set forth to seek specific performance and injunctive relief in this Section 8(c) shall terminate on the later order to enforce or prevent breach of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodany such provisions.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) In furtherance of the Transactions, TWDC covenants and then you compete with Suretyagrees that, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period ending on the third (in the case of 12 months following clause (i)) or second (in the date case of your termination clause (ii)) anniversary of employment with Suretythe Closing Date, you will not, directly or indirectlyneither TWDC nor any of its Subsidiaries shall, without the prior written approval consent of Company, (i) own or operate any broadcast radio station which is operated pursuant to a License issued by the FCC in any of the Surety’s BoardTerritories, be directly except for stations that carry the programming of the ESPN Radio™ network or indirectly employed as an ownerthe Radio Disney™ network, partner, employee, consultant or in any other capacity by, and you will not become (ii) distribute audio programming for broadcasting over a stockholder in, a surety business group of affiliated terrestrial radio stations in the United States and Canada (a collectively, the “CompetitorTWDC Competing Business”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction nothing set forth in this Section 8(c6.21 shall prohibit TWDC or its Subsidiaries from: (i) engaging in any business included in the Excluded Assets and conducted by TWDC or any of its Subsidiaries (excluding Spinco) immediately prior to the Closing Date and described in Section 6.21 of the TWDC/Spinco Disclosure Schedules; (ii) engaging in the production, development or licensing of content; (iii) the operation of the ESPN Radio Network or the Radio Disney Network (or any derivative thereof); (iv) owning any interest acquired as a creditor in bankruptcy or otherwise than by a voluntary investment decision; or (v) acquiring the assets or capital stock or other equity interests of any other Person engaged in a TWDC Competing Business, provided that in the case of clause (v) such TWDC Competing Business is found divested or terminated within 24 months of its acquisition unless the end of such 24-month period occurs after the end of the term of this Section 6.21 in which case the divestiture obligation shall not be operative. (b) The Parties agree that the covenants included in this Section 6.21 are, taken as a whole, reasonable in their geographic and temporal coverage, and no Party shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provisions of this Section 6.21 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by applicable Law to cure such problem. (c) The Parties acknowledge and agree that in the event of a breach of the provisions of this Section 6.21, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, the non-breaching Party may, in addition to any other rights and remedies existing in its favor, apply to any court of Law or equity of competent jurisdiction for specific performance and/or preliminary and final injunctive relief or other relief in order to be unenforceable because it extends for too long a period of time enforce or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration prevent any violation of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodprovisions hereof.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree Seller Parent agrees that to protect the legitimate business interests of Surety, while you are employed by Suretyit shall not, and shall cause its Affiliates not to, for a period of 12 months following three (3) years after the date of your termination of employment with Surety, you will notClosing Date, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed engage (whether as an owner, partner, employeemember, consultant manager, equityholder or otherwise) in the Business as conducted on the date hereof or on the Closing Date (“Competitive Activities”) in any jurisdiction other capacity by, and you will not become a stockholder in, a surety business in than the United States and Canada (a “Competitor”)US; provided, however, provided that such prohibited activity the foregoing shall not include prohibit: (a) Seller Parent or any of its Subsidiaries or any of the accounts managed by them, including without limitation, of any pension or other benefit plan of each, from owning any outstanding capital stock or other equity interests of any Person engaging in any Competitive Activities provided the aggregate beneficial ownership of less Seller Parent or such Subsidiaries, as applicable (without reference to pension or other benefit plan assets) does not exceed more than five percent (5% %) of the all issued and outstanding securities of any publicly traded corporation such Person; (determined by vote b) Seller Parent or value) regardless any of its Subsidiaries from engaging in any or all of the Excluded Businesses, including Seller Parent or any of its Subsidiaries from engaging in the aerospace friction material business conducted anywhere in the world (including designing, developing, manufacturing and selling for original equipment applications and service (which includes repair and overhaul) of any cerametallic or other friction material for Aerospace Applications); (c) Seller Parent or any of its Subsidiaries from acquiring any Person or business that engages in Competitive Activities provided that (i) such activities do not constitute the principal activities of the Person or business to be acquired (based on the sales of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term preceding four (4) full calendar quarters) and (ii) if Competitive Activities constitute in excess of fifteen percent (15%) of the revenues of the Person or business acquired during such time, Seller Parent shall, or shall cause such Subsidiary to, divest that portion of such Person or business that engages in Competitive Activities within twelve (12) months after the acquisition thereof; (d) Seller Parent or any of its Subsidiaries from maintaining or acquiring any business that designs, develops, manufactures, markets, repairs, overhauls and/or sells the kinds of materials or services that are supplied to the Business as of the Closing Date, including chemicals or plastic components; provided, that design, development, manufacture, marketing, repair, overhaul and/or sale of such materials or services is part of a broader business and Seller Parent and its Subsidiaries are not engaging in such business solely for the purposes of being in the Business; (e) Seller Parent or any of its Subsidiaries from owning any and all of the Excluded Assets and Retained Interests, and in the case of any Retained Interest which is an Equity Interest in a Transferred Entity, conducting the business thereof, in accordance with Section1.5; and (f) Seller Parent or any of its Subsidiaries from undertaking any obligations (including fulfilling their obligations under Section 10.8 hereof) and exercising their rights under this Agreement and the Ancillary Agreements. Notwithstanding anything to the contrary in this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written requestprohibitions in this Section 10.1 shall not apply to (i) any businesses or operations of Seller Parent or any of its Subsidiaries which are transferred to any third party (other than to a Subsidiary of Seller Parent) after the date hereof, or (ii) to any Subsidiaries of Seller Parent the Board will determine in its sole discretion whether stock of which is transferred to any third party (other than to a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside Subsidiary of Seller Parent) after the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determinedate hereof. If any restriction set forth provision contained in this Section 8(c) 10.1 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 10.1, but this Section 10.1 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is found the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 10.1 to be unenforceable because it extends provide for too long a period of time or over too great a range of activities or over too broad a covenant having the maximum enforceable geographic area, it time period and other provisions (not greater than those contained herein) as shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodvalid and enforceable under such applicable Law.

Covenant Not to Compete. If (a) You acknowledge (and hereby reaffirm your prior acknowledgement contained in your Employment Agreement dated July 15, 1999) that (i) as a result of your position with IVB you terminate employment with Surety have received specialized and unique training and knowledge concerning IVB, its business, its customers and the industry in which it competes, (ii) IVB's business, in large part, depends upon its exclusive possession and use of the confidential and proprietary information described in Paragraph 6 of this Agreement ("Confidential and Proprietary Information"), (iii) IVB is entitled to protection against your unauthorized disclosure or if your employment is terminated use of the Confidential and Proprietary Information or the training and knowledge received by Surety you, and then (iv) you compete with Suretyhave received in this Agreement good and valuable consideration for the covenants you are making in this Paragraph 12 and in Paragraph 6, Surety may suffer irreparable harm including but not limited to IVB's having provided to you the matters described in subsection (a)(i) of this Paragraph, as well as the separate element of compensation described in Paragraph 4. You and damage. Accordingly, you hereby IVB acknowledge and agree that the covenants contained in this Paragraph 12 and in Paragraph 6 are reasonably necessary for the protection of IVB, and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on you and the public. You acknowledge that the purpose and effect of the covenants are to protect the legitimate business interests of Surety, while you are employed IVB from unfair competition by Surety, and for you. (b) For a period of 12 months following after the date of your termination of employment with SuretySeparation Date, you will shall not, directly or indirectly, without the prior written approval consent of the Surety’s BoardIVB, be directly or indirectly employed own, manage, operate, control, serve as an ownerofficer, partnerdirector, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship, or other entity which carries on business activities in the enhanced telecommunication services (which includes, without limitation, messaging, prepaid, postpaid, and voice portal systems and services), call automation, and/or voice automation industries in any state of the United States or in any other capacity byforeign country in which IVB has sold or installed its products or systems or now has, and or has had at any time during your employment by IVB, definitive plans to sell or install its products; except that you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5may own up to 1% of the outstanding securities shares of any publicly traded corporation (determined by vote or value) regardless of the business of such publicly-owned corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that none of your other relationships with such corporation violates such covenant. (c) You and IVB hereby agree that in the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided event that the current and continuing effectiveness of such determination may noncompetition covenants contained herein should be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found held by any court or other constituted legal authority of competent jurisdiction to be unenforceable because it extends for too long a period of time effective in any particular area or over too great a range of activities or over too broad a geographic jurisdiction only if said covenants are modified to limit their duration, geographical area, it shall or scope, then the parties hereto will consider this Paragraph 12 to be interpreted amended and modified with respect to extend only over that particular area or jurisdiction so as to comply with the maximum period order of timeany such court or other constituted legal authority and, range as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. You and IVB further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of activities competent jurisdiction to be void or geographic otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Paragraph 12(c), then the parties hereto will consider this Paragraph 12 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which it may be enforceable. Notwithstanding anything contained in this Agreement such noncompetition covenants are so held void or otherwise unenforceable; and, as to all other all other areas and jurisdictions covered by the contrarynoncompetition covenants, the restriction set forth terms and provisions hereof shall remain in this Section 8(cfull force and effect as originally written. (d) shall terminate on the later of (i) the expiration You recognize and acknowledge that IVB would suffer irreparable harm and substantial loss if you violated any of the Protection Period terms and provisions of this Paragraph 12 or (ii) Paragraph 6, and that the expiration actual damages which might be sustained by IVB as the result of any breach of this Paragraph 12 or of Paragraph 6 would be difficult to ascertain. You agree, at the election of IVB and in addition to, and not in lieu of, IVB's right to seek all other remedies, damages, or offsets IVB may have at law or/or equity for such breach, that IVB shall be entitled to an injunction restraining you from breaching any of the terms or provisions of this Paragraph 12 month period following the date or of your termination of employment with Surety during the Protection PeriodParagraph 6.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that (a) Subject only to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction exceptions expressly set forth in this Section 8(c6.4, for so long as Seller and its Affiliates are controlled by Leucadia National Corporation, Seller and its Affiliates shall not, throughout the period from and including the Closing Date and continuing for four (4) years thereafter, unless earlier terminated or extended as provided herein (the "Restricted Period"), directly or indirectly (including, without limitation, through any subcontracting or similar arrangement with any other Person), whether independently or in association with another entity: (i) engage in the Businesses, (ii) own any equity or other ownership interest in any Person who is found engaged in the Businesses, or (iii) otherwise participate in, manage, control any Person who is engaged in the Businesses, in each case anywhere in the United States. (b) Notwithstanding any provision of this Section 6.4, nothing contained herein shall prohibit Seller and its Affiliates from investing in (i) the securities of private equity, venture capital and hedge funds (provided that Seller and its Affiliates do not control the investment decisions of such funds) or (ii) stocks, bonds or other securities of any business organization (but without otherwise participating in such business) which engages in the Businesses, provided that either (A) such business organization's principal line of business is not one or more of the Businesses or (B) such investment in any class of such securities does not exceed twenty (20%) of the issued and outstanding shares of such class, or twenty (20%) of the aggregate outstanding principal amount of such class. (c) The parties acknowledge and agree that the time, scope, and other provisions of this covenant have been specifically negotiated by sophisticated, commercial parties and specifically hereby agree that such time, scope and other provisions are reasonable under the circumstances. The parties further agree that if, at any time, despite the express agreement of the parties hereto, a court of competent jurisdiction to be holds that any portion of this Covenant is unenforceable because it extends any of the restrictions herein are unreasonable, or for too long a period any other reason, the maximum restrictions of time or over too great a range of activities or over too broad a geographic areaand scope, it shall as determined by such court, will be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodsubstituted for any such restrictions held unenforceable.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety(i) Seller hereby agrees that, Surety may suffer irreparable harm and damage. Accordinglyexcept as provided below, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period commencing on the Closing Date and terminating on the fifth anniversary of 12 months following the date of your termination of employment with SuretyClosing Date, you it will not, except in the case of a Permitted Investment, directly or indirectly engage in (or become a partner, co-venturer, co-marketer, or shareholder in or otherwise participate in the management or operation of any venture or enterprise of any kind that engages in) the business of manufacturing, selling, and/or distributing (A) wheat flour, corn flour, and corn flour for production of corn tortillas and arepas, wheat flour tortillas, whole grain rice, rice flour, corn cooking oil, oat cereals, or spices, for use by retail consumers sold through retail grocery stores; and (B) wheat flour or prepared bakery mixes to food processors and commercial and retail bakeries (the "Restricted Business"), in each case in the countries of Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, French Guiana, Guyana, Paraguay, Peru, Suriname, Uruguay, or Venezuela (the "Non-Competition Area"); provided that Seller may own in the aggregate, directly or indirectly, without up to 10% of any outstanding class of equity securities of any entity engaged in the prior written approval Restricted Business in the Non-Competition Area, the equity securities of the Surety’s Board, be directly which are publicly traded on a domestic or indirectly employed as an owner, partner, employee, consultant foreign stock exchange or in any other capacity bya domestic or foreign over-the-counter market, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity said equity interest shall not include a right of Seller, directly or indirectly, to appoint a member of the ownership board of directors of the entity engaged in the Restricted Business or permit the Seller to control said entity engaged in the Restricted Business in a manner disproportionate to its 10% or less interest in the equity securities of such entity. None of the marketing, distribution, or sale by Seller, directly or indirectly, of products of any nature manufactured by others shall be deemed to constitute part of the Restricted Business for any purpose hereof if such marketing, distribution or sale is pursuant to the conduct by Seller, directly or indirectly, of its distribution businesses at the request of customers of such businesses for which the primary distribution business of Seller, directly or indirectly, occurs outside of the Non-Competition Area. Seller acknowledges that the restrictions and covenants contained in this Section 5(f) are a material inducement to and consideration for Buyer in entering into this Agreement and consummating the transactions contemplated hereby. (ii) For purposes of this Section 5(f), a Permitted Investment includes either of the following: (A) an acquisition after the Closing of an entity or all or any portion of its equity interests or of its businesses (the entity or businesses so acquired called the "Acquired Business") if that portion of the Acquired Business that is engaged in the Restricted Business in the Non-Competition Area (the "Competing Business") generated less than 5$15 million in revenues or accounted for less than 15% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless total revenues of the Acquired Business during the most recently completed fiscal year of the Acquired Business preceding the date of the acquisition; or (B) an acquisition after the Closing of an Acquired Business or all or any portion of its equity interests if (1) that portion of the Acquired Business constituting the Competing Business generated $15 million or more, but no more than $25 million, in revenues and accounted for 15% or more, but less than 25%, of the total revenues of the Acquired Business during the most recently completed fiscal year of the Acquired Business preceding the date of the acquisition; (2) Seller gives written notice to Buyer of the acquisition and the identity of the Acquired Business (which shall contain a description of the businesses conducted by the Acquired Business, including the Competing Business) as promptly as practicable after the acquisition; and (3) Seller endeavors in good faith to dispose of, or cause the Acquired Business to dispose of, the Competing Business on commercially reasonable terms within 18 months after the acquisition. (iii) Notwithstanding anything stated in Section 5(f)(i), if (A) any Person shall acquire, directly or indirectly, a majority of the common stock or voting power of the capital stock of Seller, or (B) any Person shall be combined, pursuant to merger, consolidation or otherwise, with Seller, directly or indirectly, in a business combination in which the holders of the equity interests in the Person immediately prior to the business combination and the holders of the equity interests in the Seller immediately prior to the business combination each hold, directly or indirectly, at least 20% of the common stock or the voting power of the capital stock (or equivalent ownership interests) of Seller or the combined entity immediately after the business combination (each transaction referred to in either clause (A) or clause (B) hereinafter referred to as an "acquisition/combination transaction"), the reference to the "fifth anniversary date" in Section 5(f)(i) shall be deemed for all purposes thereof to be "the third anniversary date," such that Section 5(f)(i) shall be of no effect after the third anniversary date of the Closing Date. In addition, if Seller is combined with any other Person, directly or indirectly, in an acquisition/combination transaction, nothing stated in Section 5(f)(i) shall limit the Seller's right, after the acquisition/combination transaction, to conduct any business of such corporation; and provided further that such prohibited activity shall be expanded the nature conducted by the combining Person immediately prior to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth acquisition/combination transaction. (iv) Notwithstanding anything stated in this Section 8(c) is found by any court 5(f), Robin Hood may continue its business of competent jurisdiction selling mixes and ot▇▇▇ ▇▇▇▇▇▇er products to Cadenalco S.A. and Comercializadora Sampo Ltda. in Colombia, provided that such business shall not be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it expanded in volume from its existing sales and shall be interpreted discontinued on or prior to extend only over the maximum period of timeDecember 31, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period1999.

Covenant Not to Compete. If you terminate employment with Surety (a) Seller acknowledges and agrees that the value to Buyer of the transactions provided for herein would be substantially diminished if Seller or if your employment is terminated by Surety any of the Continuing Affiliates were to enter into certain business activities, and then you compete with Surety, Surety may suffer irreparable harm Seller has agreed to the covenant in this Section 6.9 as an inducement to Buyer to enter into this Agreement. Seller specifically acknowledges and damage. Accordingly, you hereby agree agrees that the covenants in this Section 6.9 are commercially reasonable and reasonably necessary to protect the legitimate business interests Buyer intends to acquire hereunder. If any court of Suretycompetent jurisdiction shall in any proceedings refuse to enforce such covenant, while you are employed by Suretyin whole or in part, because the time limit or geographical extent applicable thereto is deemed unreasonable in the jurisdiction, it is expressly understood and agreed that such covenant shall not be void. Instead, for a period the purpose of 12 months following such proceedings, such temporal or geographic limitations shall be deemed to be reduced to the date extent necessary to permit the enforcement of your termination of employment with Suretysuch covenant in the particular jurisdiction. Seller agrees that, you will for five years after the Closing Date, it shall not, directly or indirectlyindirectly through the Continuing Affiliates, without the prior written approval of the Surety’s Boardfranchisees or otherwise, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business engage in the United States and Canada ownership, operation or management of retail stores offering eyecare products anywhere in the world (a “Competitor”the "Business"); providedPROVIDED, howeverHOWEVER, that such prohibited activity shall not include Seller and the ownership of less than 5Continuing Affiliates may: (i) acquire up to 10% of the outstanding securities of and other interests in any publicly traded corporation Person that competes with the Business; (determined by vote or valueii) regardless of acquire any securities and other interests in any Person if (x) the business revenues of such corporation; and provided further Person that are attributable to business that compete with the Business exceed 10% of such prohibited activity shall be expanded to include a surety business outside the United States and Canada shouldPerson's total annual revenues, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you Seller hereby agrees to provide divest or cause the divestiture of such information as interest that directly competes with the Board determines Business within one calendar year from any such acquisition or (y) the revenues of such Person that are attributable to be necessary to make business that compete with the Business do not exceed 10% of such determination; Person's total annual revenues; (iii) maintain and further provided that the continue in accordance with current and continuing effectiveness past practice the operations described on Schedule 6.9(a); (iv) perform any act or conduct any business contemplated by this Agreement. (b) Seller and Buyer agree that money damages would be an inadequate remedy for a violation of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction covenant set forth in this Section 8(c6.9(a). (c) is found by any court of competent jurisdiction to be unenforceable because it extends Seller agrees that, for too long a period of time or over too great a range two (2) years following the Closing Date, neither Seller nor any Continuing Affiliate shall solicit the employment of activities or over too broad a geographic areaany person, other than an individual listed on Schedule 6.9(c) hereto, it shall knows to be interpreted an employee of Pearle or any of its Subsidiaries or employ any person it knows to extend only over be such an employee (other than any hourly worker or any Employee who serves in a clerical function) without the maximum period prior written consent of timeBuyer; PROVIDED, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contraryHOWEVER, the restriction set forth in this Section 8(c) shall terminate on the later of that (i) the expiration general solicitations of the Protection Period employment published in a journal, newspaper or other publication of general circulation and not specifically directed towards such employees shall not be deemed to constitute solicitation for purposes of this Section 6.9(c) and (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodSeller, its Continuing Affiliates and representatives shall not be prohibited from employing any such person who contacts them on his or her own initiative and without any solicitation by Seller, its Continuing Affiliates and representatives.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) In consideration of the benefits to Seller hereunder and then you compete with Suretyin order to induce Purchaser to enter into this Agreement, Surety may suffer irreparable harm Seller hereby covenants and damage. Accordingly, you hereby agree agrees that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following seven (7) years after the date of your termination of employment with SuretyClosing Date (the "Restricted Period"), you will Seller shall not, and shall cause its affiliates to not, directly or indirectly, without anywhere in North America, engage in, conduct, manage, operate or control, or participate, in any manner whatsoever, or whether or not for profit, in the prior written approval ownership, investment, management, operation or control of, any business which competes with the Business as it is conducted as of the Surety’s BoardClosing Date, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, except that such prohibited activity this non-compete obligation shall not include the apply as follows: (i) Passive ownership of less not more than 5% of the issued and outstanding shares of a class of securities of any publicly a corporation the securities of which are traded corporation (determined by vote on a national securities exchange or value) regardless in the over-the-counter market shall not be deemed ownership of the business issuer of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside shares for the United States and Canada should, during the term purposes of this AgreementSection; (ii) The provisions of this Section 6.6 shall not preclude Seller from acquiring control of an entity which has as a portion of its business (constituting no more than twenty percent (20%) of the revenues of such business) which competes with the Business (the "Competing Business"), Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine but which primarily is engaged in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canadalines of business; provided further, however, that in the Board may require you to provide event Seller directly or indirectly acquires such information as the Board determines to be necessary to make a Competing Business during such determination; and further provided that the current and continuing effectiveness of period, then whatever entity has acquired such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it Competing Business either shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) limit the Competing Business solely to the production of competing products which the Competing Business was obligated to produce pursuant to contracts which were entered into prior to, and not in anticipation of such acquisition, it being understood and agreed that the Competing Business will not renew any such contract upon expiration of the Protection Period term or any extended term in effect at the time of such acquisition or (ii) discontinue the expiration Competing Business or dispose of the 12 month period following Competing Business to a non-affiliated entity within eighteen (18) months of the date of your termination such acquisition. In connection with any such disposition, Seller agrees to discuss, in good faith, the possibility of employment selling such Competing Business to Purchaser, prior to taking any definite action with Surety during another third party regarding such disposition. (iii) Engineering and design services provided directly by Seller or one of its affiliates to its customers in connection with any automotive system or component program for which Seller, or one of its affiliates, is attempting to become the Protection Perioddesignated supplier of systems or components for such program; and (iv) the business currently conducted by Easi-Meg.

Covenant Not to Compete. If you terminate employment (a) To secure the interests of Purchaser hereunder, Seller hereby covenants and agrees that, except as otherwise provided herein, from and after the Closing and until the fifth (5th) anniversary of the Closing Date, it shall not, and shall cause its controlled Affiliates (but only as long as they remain controlled Affiliates) not to, directly or indirectly, participate in the management, operation or control of, or have any financial or ownership interest greater than two percent (2%) in, or aid or knowingly assist anyone else in the conduct of, any business or entity located in Canada, Mexico or the United States that (i) engages in the Business, or (ii) is, to the Knowledge of Seller, making preparations for engaging in such Business, including, without limitation, (A) soliciting any customer of the Companies to purchase any products which are competitive with Surety the products currently sold by the Companies from anyone other than the Companies; and (B) assisting any Person in any way to do, or if your employment is terminated attempt to do, anything prohibited by Surety the foregoing, whether by ownership, control, management, operation or financing of such Person; provided, however, that Seller may acquire a company that engages in the Business among other activities of such company provided that such company’s net sales from the conduct of the Business do not exceed 20% of its total net sales for the completed portion of its then current fiscal year or either of the two full fiscal years prior to such acquisition. (b) Seller and then you compete with Surety, Surety may suffer irreparable harm Purchaser each hereby acknowledge and damage. Accordingly, you hereby agree that if any of Seller or any one or more of its controlled Affiliates breaches any provision of Section (a), any remedy at law would be inadequate and that the Companies and Purchaser, in addition to protect seeking monetary damages in connection with any such breach, shall be entitled to seek specific performance, and injunctive and other equitable relief to prevent or restrain a breach of this Section 7.6 or to enforce the legitimate business interests provisions hereof. (c) Seller and Purchaser intend that the provisions of Suretythis Section 7.6 be enforced to the fullest extent permissible under the Laws applied in each jurisdiction in which enforcement is sought. If any provision of this Section 7.6, while you are or any part hereof, shall be held by a court of competent jurisdiction to be invalid or unenforceable, this Section 7.6 shall be amended to revise the scope of such provision, to make it enforceable to the fullest extent permitted by applicable Law, if possible, or to delete such provision or such part, such revision or deletion to apply only with respect to the operation of this Section 7.6 in the jurisdiction of such court. (d) Except for those employees of the Seller or its Affiliates currently engaged in the Business or employed by Suretythe Companies simultaneously with the Closing, and for a period of 12 months following two (2) years from and after the date hereof, neither Purchaser nor Seller nor any of your termination of employment with Surety, you will nottheir respective controlled Affiliates shall, directly or indirectly, without the prior written approval consent of the Surety’s Boardother party, be directly hire, solicit or indirectly employed as an owner, partner, employee, consultant or in direct any other capacity byPerson to hire, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of solicit any publicly traded corporation (determined by vote officer or value) regardless of the business other employee of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business other party or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of party’s Affiliates to: (i) the expiration of the Protection Period terminate such officer’s or employee’s employment with such other party or such other party’s Affiliates; or (ii) seek or accept employment or other affiliation with any other Person (other than, in each case, any solicitation directed to the expiration public in general in publications of the 12 month period following the date of your termination of employment with Surety during the Protection Periodgeneral distribution).

Covenant Not to Compete. If you terminate employment (a) In consideration of the mutual covenants provided for in this Agreement and the other Transaction Documents and other good and valuable consideration to be delivered to Weyerhaeuser and its shareholders in connection with Surety the transactions contemplated hereby or if your employment thereby (the sufficiency of which is terminated by Surety hereby acknowledged), during the period beginning on the Distribution Date and then you compete with Suretyending on the third year anniversary of the Distribution Date, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by SuretyWeyerhaeuser shall not, and for a period shall cause each of 12 months following the date of your termination of employment with Surety, you will notits subsidiaries not to, directly or indirectly, without engage in activities or businesses, or establish any new businesses, within North America that are substantially in competition with the prior written approval of uncoated free sheet operations (including uncoated free sheet converting operations) and the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business forms operations included in the United States and Canada Newco Business as conducted on the Distribution Date (a “CompetitorCompetitive Activities”); provided, however, that such prohibited activity that: Table of Contents (i) this Section 7.06(a) shall be deemed not include breached as a result of the ownership by Weyerhaeuser or any of its subsidiaries of: (A) any other securities (other than 20% or more of stock having general voting power in the election of directors (or securities exchangeable for such stock)) of a Person (other than a subsidiary of Weyerhaeuser) engaged, directly or indirectly, in Competitive Activities; or (B) any securities of a Person (other than a subsidiary of Weyerhaeuser) that engages, directly or indirectly, in Competitive Activities if, at the time such securities are acquired, such Competitive Activities account for less than 510% of the outstanding securities of any publicly traded corporation such Person’s consolidated annual revenues; (determined by vote or valueii) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth nothing contained in this Section 8(c7.06(a) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time shall prohibit or over too great a range of restrict (A) activities or over too broad a geographic areabusinesses of Weyerhaeuser or any of its subsidiaries related to the Excluded Assets, it shall be interpreted (B) the sale of goods and services produced by or related to extend only over the maximum period Excluded Assets, or (C) subject to Section 7.06(a)(i), any restructuring or sale of time, range any of activities or geographic area as to which it may be enforceable. Notwithstanding anything the Excluded Assets; and (iii) nothing contained in this Agreement Section 7.06(a) shall prohibit or restrict Weyerhaeuser or any of its subsidiaries from being acquired after the Distribution Date by a non-affiliated third Person which prior to such acquisition conducted Competitive Activities in North America. (b) The parties agree that the contrary, the restriction set forth covenants included in this Section 8(c7.06 are, taken as a whole, reasonable in their geographic and temporal coverage, and no party shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provisions of this Section 7.06 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by applicable Law to cure such problem. (c) shall terminate on The parties acknowledge and agree that in the later event of (i) the expiration a breach of the Protection Period provisions of this Section 7.06, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach, the non-breaching party may, in addition to any other rights and remedies existing in its favor, apply to any court referred to in Section 9.09 for specific performance and/or preliminary and final injunctive relief or (ii) the expiration other relief to enforce or prevent any violation of the 12 month period following the date of your termination of employment with Surety during the Protection Periodprovisions hereof.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for For a period of 12 months five (5) years following the date Closing Date, neither Seller nor any of your termination its affiliates (other than those listed in Section 12.1 of employment with Suretythe Exhibit A) shall, you will notthroughout the United States, Mexico, Canada and all other countries in which any products of The Company has been sold during the two-year period ending on the Closing Date, directly or indirectly, without the prior written approval of the Surety’s Boardengage in any business that competes, be directly or indirectly employed as an ownerindirectly, partner, employee, consultant or with any business engaged in any other capacity by, and you will not become a stockholder in, a surety business in by the United States and Canada (a “Competitor”)Company on the Closing Date; provided, however, that such prohibited activity this Section 12.1 shall not include the (i) apply to Seller's ownership of less not more than five percent (5% %;) of any company whose securities are traded in the over-the-counter market or listed on a national securities exchange or foreign stock exchange if Seller does not exercise management control thereof, (ii) require Seller or any of its affiliates to divest itself of any properties or business now owned, or (iii) prohibit the acquisition of any properties, business or company a portion of which competes with the Company if Seller or such affiliate promptly announces its commitment to promptly divest itself of such portion or if the primary purpose of such acquisition is not the re-entry of such business. Buyer and Seller acknowledge and agree that the time, scope, geographic area and other provisions of this Section 12.1 have been specifically negotiated by sophisticated commercial parties and specifically hereby agree that such time, scope, geographic area and other provisions are reasonable under the circumstances. Buyer and Seller further agree that if, at any time, despite express agreement of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include parties hereto, a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be holds that any portion of this Section 12.1 is unenforceable because it extends any of the restrictions herein is unreasonable or for too long a period of time or over too great a range of activities or over too broad a geographic areaany other reason, it shall be interpreted to extend only over the maximum period restrictions of time, range of activities scope or geographic area reasonable under the circumstances, as determined by such court, will be substituted for any such restrictions held unenforceable. In the event of breach by Seller of any provision of this Section 12.1, Seller acknowledges that any such breach will cause irreparable damage to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contraryBuyer, the restriction set forth exact amount of which will be difficult or impossible to ascertain, and that remedies of law for any such breach will be inadequate. Accordingly, Buyer shall be entitled, in this Section 8(c) shall terminate on addition to any other rights or remedies existing in its favor, to obtain, without the later of (i) necessity for any bond or other security, specific performance for injunctive relief in order to enforce, or prevent the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodbreach of, any such provision.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) As a part of the consideration for the purchase of the shares of ▇▇▇▇▇ pursuant to the Acquisition Agreement, and then you compete with Suretyas a material inducement for BancTrust to consummate that agreement, Surety may suffer irreparable harm and damage. Accordingly▇▇▇▇▇, you hereby agree that to protect during the legitimate business interests of Surety, while you are employed by Surety, Consulting Period and for a period of 12 months following the date two (2) years thereafter, agrees that he will not within Shelby County, Alabama, or within a fifty (50) mile radius of your termination of employment with SuretyMontevallo, you will notAlabama, directly or indirectly, without the prior written approval of the Surety’s Boardown, manage, operate, control, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder participate in, a surety business in or be connected with any bank, savings association, savings bank, credit union, other financial institution, or finance company, nor shall he otherwise compete with or solicit the United States customers of BancTrust or any of its subsidiaries. In furtherance of this covenant not to compete, ▇▇▇▇▇ agrees to refer all inquiries, calls, or other customer contacts addressed to him concerning the activities of Merchants, Bancshares, Peoples or BancTrust to such officers or agents of BancTrust or Peoples as BancTrust may direct. (b) If, at any time, the provisions of this Section 5 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 5 shall be considered divisible and Canada (a “Competitor”); providedshall become and be immediately amended to only such area, however, that such prohibited duration and scope of activity as shall not include be determined to be reasonable and enforceable by the ownership of less than 5% of court or other body having jurisdiction over the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporationmatter; and provided further the ▇▇▇▇▇ agrees that such prohibited activity this Section 5 as so amended shall be expanded valid and binding as though any invalid or unenforceable provision had not been included herein. (c) Both parties recognize that this covenant not to include a surety business outside compete is material and unique. Accordingly, if ▇▇▇▇▇ breaches the United States terms and Canada should, during the term conditions of this Agreement, Surety do “substantial” business outside the United States BancTrust shall be entitled to institute legal and Canada. Upon your written request, the Board will determine equitable proceedings in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction jurisdiction. The remedies of BancTrust for such breach shall, in addition to be unenforceable because it extends any other available legal remedies, include the right to enforce specific performance by ▇▇▇▇▇, and to enjoin ▇▇▇▇▇ from performing services for too long a any competing person, firm, or corporation during the period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted that this covenant not to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. compete is applicable. (d) Notwithstanding anything contained in this Agreement herein to the contrary, the restriction set forth ▇▇▇▇▇ will not be in violation of this Section 8(c) shall terminate on the later provision if he owns of (i) the expiration record or beneficially five percent or less of the Protection Period or (ii) the expiration outstanding voting stock of the 12 month period following the date of your termination of employment with Surety during the Protection Perioda publicly-traded corporation as to which ▇▇▇▇▇ is neither an officer, director, nor employee.

Covenant Not to Compete. If you terminate employment with Surety or if your employment The Shareholder agrees that for so long as the Shareholder is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Suretythe Surviving Company, MIOA or any of its subsidiaries and for a continuous and uninterrupted period of 12 months following two (2) years thereafter, if terminated "For Cause" as that term is defined in the Shareholder's employment contract of even date herewith: (1) engage in, continue in or carry on any business which competes with the Business or is substantially similar thereto, including owning or controlling any financial interest in any corporation, partnership, firm or other form of your termination business organization which is so engaged; (2) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of the Surviving Corporation, MIOA or MIOA's subsidiaries in any aspect with respect to the Business, including, but not limited to, advertising or otherwise endorsing the products of any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to or engaging in any form of business transaction on other than an arm's length basis with any such competitor; (3) offer employment with Suretyto an employee of the Surviving Corporation, you will not, directly MIOA or indirectlyMIOA's subsidiaries, without the prior written approval consent of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or MIOA; or (4) engage in any other capacity bypractice the purpose of which is to evade the provisions of this covenant not to compete or to commit any act which adversely affects the Surviving Corporation, and you will not become a stockholder inMIOA, a surety business in the United States and Canada (a “Competitor”)MIOA's subsidiaries or their businesses; provided, however, that such prohibited activity the foregoing shall not include prohibit the Shareholder from working for them or the ownership of less than securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 5% of the outstanding securities shares of any publicly traded corporation (determined by vote such corporation. The parties agree that the geographic scope of this covenant not to compete shall extend in an outward radius of 15 miles from any clinic, lab, medical facility or value) regardless any other business of the Surviving Company, Ivanhoe or any similar business of any other subsidiary of MIOA. The parties agree that MIOA may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or substantially all of the business of such corporation; and provided further that such prohibited activity shall be expanded to include the Surviving Company. In the event a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic areamodified, it shall be interpreted to extend amended and/or limited, but only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, extent necessary to render the restriction set forth same valid and enforceable in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodsuch jurisdiction.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree Seller Parent agrees that to protect the legitimate business interests of Surety, while you are employed by Suretyit shall not, and shall cause its Affiliates not to, for a period of 12 months following three (3) years after the date of your termination of employment with Surety, you will notClosing Date, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed engage (whether as an owner, partner, employeemember, consultant manager, equityholder or otherwise) in the Business as conducted on the date hereof or on the Closing Date (“Competitive Activities”) in any jurisdiction other capacity by, and you will not become a stockholder in, a surety business in than the United States and Canada (a “Competitor”)US; provided, however, provided that such prohibited activity the foregoing shall not include prohibit: (a) Seller Parent or any of its Subsidiaries or any of the accounts managed by them, including without limitation, of any pension or other benefit plan of each, from owning any outstanding capital stock or other equity interests of any Person engaging in any Competitive Activities provided the aggregate beneficial ownership of less Seller Parent or such Subsidiaries, as applicable (without reference to pension or other benefit plan assets) does not exceed more than five percent (5% %) of the all issued and outstanding securities of any publicly traded corporation such Person; (determined by vote b) Seller Parent or value) regardless any of its Subsidiaries from engaging in any or all of the Excluded Businesses, including Seller Parent or any of its Subsidiaries from engaging in the aerospace friction material business conducted anywhere in the world (including designing, developing, manufacturing and selling for original equipment applications and service (which includes repair and overhaul) of any cerametallic or other friction material for Aerospace Applications); (c) Seller Parent or any of its Subsidiaries from acquiring any Person or business that engages in Competitive Activities provided that (i) such activities do not constitute the principal activities of the Person or business to be acquired (based on the sales of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term preceding four (4) full calendar quarters) and (ii) if Competitive Activities constitute in excess of fifteen percent (15%) of the revenues of the Person or business acquired during such time, Seller Parent shall, or shall cause such Subsidiary to, divest that portion of such Person or business that engages in Competitive Activities within twelve (12) months after the acquisition thereof; (d) Seller Parent or any of its Subsidiaries from maintaining or acquiring any business that designs, develops, manufactures, markets, repairs, overhauls and/or sells the kinds of materials or services that are supplied to the Business as of the Closing Date, including chemicals or plastic components; provided, that design, development, manufacture, marketing, repair, overhaul and/or sale of such materials or services is part of a broader business and Seller Parent and its Subsidiaries are not engaging in such business solely for the purposes of being in the Business; (e) Seller Parent or any of its Subsidiaries from owning any and all of the Excluded Assets and Retained Interests, and in the case of any Retained Interest which is an Equity Interest in a Transferred Entity, conducting the business thereof, in accordance with Section 1.5; and (f) Seller Parent or any of its Subsidiaries from undertaking any obligations (including fulfilling their obligations under Section 10.8 hereof) and exercising their rights under this Agreement and the Ancillary Agreements. Notwithstanding anything to the contrary in this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written requestprohibitions in this Section 10.1 shall not apply to (i) any businesses or operations of Seller Parent or any of its Subsidiaries which are transferred to any third party (other than to a Subsidiary of Seller Parent) after the date hereof, or (ii) to any Subsidiaries of Seller Parent the Board will determine in its sole discretion whether stock of which is transferred to any third party (other than to a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside Subsidiary of Seller Parent) after the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determinedate hereof. If any restriction set forth provision contained in this Section 8(c) 10.1 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 10.1, but this Section 10.1 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is found the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable Law, a court of competent jurisdiction shall construe and interpret or reform this Section 10.1 to be unenforceable because it extends provide for too long a period of time or over too great a range of activities or over too broad a covenant having the maximum enforceable geographic area, it time period and other provisions (not greater than those contained herein) as shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodvalid and enforceable under such applicable Law.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety(a) Subject to the provisions of this Section 8.12, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following three years from and after the date Closing Date (the “Non-Compete Period”), none of your termination Seller or any of employment with Surety, you will not, directly or indirectlyits Subsidiaries will, without the prior written approval consent of Buyer, enter into any business more than ten percent of whose revenues are derived from the Surety’s Boarddevelopment, be directly manufacture or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”)sale of REC Products; provided, however, that such prohibited activity shall not include the ownership that: (i) no owner of less than 5% or less of the outstanding securities stock or other equity interest of any publicly traded corporation Person shall be deemed to engage solely by reason thereof in any of its businesses; (determined ii) during the Non-Compete Period, Seller or any of its Subsidiaries may buy and resell REC Products so long as such REC Products are sold by vote Seller or valueits Subsidiaries together with, and such sale of REC Products is ancillary to the sale by Seller or its Subsidiaries of, products of Seller or its Subsidiaries that do not constitute REC Products (and Seller and its Subsidiaries may support such REC Products, including by providing repairs and spares in respect thereof); (iii) regardless during the Non-Compete Period, Seller or any of its Subsidiaries may buy and resell any motors (or parts related thereto) sold by any of the business Acquired Companies or their Affiliates (whether Seller or its Subsidiaries purchase such products from the Acquired Companies or their Affiliates or otherwise); (iv) upon (A) expiration or termination of such corporation; and provided further the ▇▇▇▇▇-▇▇▇▇▇▇▇ Motors Supply Agreement or (B) a breach of the ▇▇▇▇▇-▇▇▇▇▇▇▇ Motors Supply Agreement by REC that such prohibited activity shall be expanded has not been cured within thirty days after written notice thereof by Seller to include a surety business outside the United States and Canada shouldREC, during the term Non-Compete Period, Seller or any of this Agreementits Subsidiaries may buy and resell, Surety do “substantial” business as part of Seller's ▇▇▇▇▇-▇▇▇▇▇▇▇-branded motor programs, motors of the type that were purchased under the ▇▇▇▇▇-▇▇▇▇▇▇▇ Motors Supply Agreement (and parts related thereto); (v) during the Non-Compete Period, Seller or any of its Subsidiaries may buy and resell, outside of the United States and Canada. Upon your written request, motors (and parts related thereto), so long as such motors are marketed in conjunction with products of Seller or its Subsidiaries that do not constitute REC Products; and (vi) during the Board Non-Compete Period, Seller or any of its Subsidiaries may acquire control of any business deriving less than 50% of its revenues from REC Products so long as it shall use commercially reasonable efforts to divest such operations as promptly as practicable and in any event not later than two years following such acquisition (it being understood that such obligation with respect to any such divestiture shall expire at the end of the Non-Compete Period for any such acquisition made within the two-year period preceding the end of the Non-Compete Period). (b) Anything contained herein to the contrary notwithstanding, nothing in Section 8.12(a) will determine prohibit or restrict Seller or its Subsidiaries from entering into any business engaged in, acquiring control of or any interest in any business engaged in, engaging in or continuing to engage in any activity which comprises or is an extension or expansion of those business operations presently being conducted by Seller or any of its sole discretion whether Affiliates through any of their divisions or Subsidiaries (other than the Business), including the design, manufacture and sale of linear, servo and other forms of motion control motors designed, manufactured or sold by Seller’s or its Affiliates’ motion control businesses (and parts related thereto). (c) If the final judgment of a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction declares that any term or provision of this Section 8.12 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability will have the power to be reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable because it extends for too long term or provision with a period term or provision that is valid and enforceable and that comes closest to expressing the intention of time the invalid or over too great a range unenforceable term or provision. (d) No portion of activities or over too broad a geographic area, it the Purchase Price shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement allocated to the contrary, the restriction set forth in covenant not to compete granted to Buyer pursuant to this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period8.12.

Covenant Not to Compete. If you terminate employment LWB shall make himself available for consultation with Surety or if your employment is terminated Buyer as needed for one (1) year following the Closing provided such consultation does not unreasonably interfere with other business activities. ForIn view of the sale of goodwill by Surety and then you compete with Surety▇▇▇▇▇▇▇ under this Agreement, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following five years from and after the date of your termination of employment with SuretyClosing Date, you LWB will not, directly or indirectly, without the prior written approval of the Surety’s Board, be not engage directly or indirectly employed as an ownerthrough BHI, partnerBHM, employeeBP, consultant or otherwise in any other capacity bythe construction and sale of single family homes in Alabama and Mississippi,the Alabama counties ofall Alabama and Mississippi,Alabama counties, including specifically Madison, Limestone, Jefferson, Morgan, Jefferson and ▇▇▇▇▇▇ and theMobile, and you will ▇▇▇▇▇▇▇, and all Mississippi counties ofcounties, including specifically Jackson and ▇▇▇▇▇▇▇▇, except that the foregoing restriction shall not become apply (i) to the development of land for single family homes in a stockholder injoint venturelimited liability company jointly owned with WHI as outlined in 2(j),section 2(k), a surety business in (ii) the United States and Canada construction and/or sale of homes on scattered lots (a “Competitor”); providedowned by customers) by Madison, or LWB's(iii) the development by LWB directly or through Affiliates of rural properties (without availability of sanitary sewer systems)service other than individual septic tanks) provided however, that Buyer shall have for five years after Closing a Right of First Refusal to purchase all lots on such prohibited activity shall rural properties upon completion of development. LWB will not include use the ownership name "▇▇▇▇▇▇▇""▇▇▇▇▇▇▇," "BHI," or a variation thereof on any entity with which he is associated and for two years after Closing will not hire directly or through any business with which he is associated, including Madison, any person who has been an employee of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote ▇▇▇▇▇▇▇, BHI, WHA, WHM or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, WHI during the term of this Agreementpreceding twenty four (24) months, Surety do “substantial” business outside except that LWB or an Affiliate may employ the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned persons listed on the accuracy of such information, and on such other factors as the Board may determineSchedule 14. If any restriction set forth in this Section 8(c) is found by any the final judgment of a court of competent jurisdiction declares that any term or provision of this section 8(f) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to be reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable because it extends for too long term or provision with a period term or provision that is valid and enforceable and that comes closest to expressing the intention of time the invalid or over too great a range of activities unenforceable term or over too broad a geographic areaprovision, it and this Agreement shall be interpreted to extend only over the maximum period of time, range of activities or geographic area enforceable as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) so modified after the expiration of the Protection Period or (ii) time within which the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodjudgment may be appealed.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) In consideration of the benefits to Seller hereunder and then you compete with Suretyin order to induce Purchaser to enter into this Agreement, Surety may suffer irreparable harm each Seller hereby covenants and damage. Accordingly, you hereby agree agrees that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following five (5) years after the date of your termination of employment with SuretyClosing Date, you will Seller shall not, and shall cause its majority owned Affiliates to not, directly or indirectly, without anywhere in the prior written approval world, engage in, conduct, manage, operate or control, or participate, in any manner whatsoever, in the ownership, management, operation or control of, any business which competes with the Business as it is conducted as of the Surety’s BoardClosing Date, be directly or indirectly employed except that this non-compete obligation shall not apply as follows: (b) The provisions of this Section 15.5 shall not preclude Seller from acquiring control of an ownerentity which has as a portion of its business which competes with the Business (the "Competing Business"), partner, employee, consultant or but which primarily is engaged in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”)lines of business; providedprovided further, however, that in the event Seller directly or indirectly acquires such prohibited activity a Competing Business during such period, then whatever entity has acquired such Competing Business shall (i) limit the competing Business solely to the production of competing products which the Competing Business was obligated to produce pursuant to contracts which were entered into prior to, and not in anticipation of such acquisition, it being understood and agreed that the Competing Business will not renew any such contract upon expiration of the term or any extended term in effect at the time of such acquisition and (ii) discontinue the Competing Business or dispose of the Competing Business to a non-affiliated entity within twelve (12) months of the date of such acquisition. Purchaser shall be offered the right to acquire the Competing Business prior to the time it is offered to any other person or entity; if Purchaser declines to acquire the Competing Business, Seller may then offer it for sale to other persons or entities on terms that are, in the aggregate, no more favorable to the acquirer of the Competing Entity than those that were offered to Purchaser. (c) The provisions of this Section 15.5 shall not include preclude Seller from owning or participating in joint ventures in existence on the ownership of less than 5% date hereof which continue to operate industrial battery businesses in India, Latin America or Mexico, in the same fashion as of the outstanding securities of any publicly traded corporation date hereof. (determined by vote d) Buyer acknowledges that nothing hereunder precludes Seller's ability to develop, manufacture or valuesell batteries, including AGM batteries, for starting, lighting or ignition. (e) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided The parties hereto intend that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth covenant contained in this Section 8(c) is found by 15.5 shall be deemed a series of separate covenants for each appropriate jurisdiction. If, in any judicial proceeding, a court of competent jurisdiction shall refuse to be unenforceable because it extends for enforce all the separate covenants deemed included in this Section 15.5 on grounds that, taken together, they cover too long a period of time or over too great a range of activities or over too broad extensive a geographic area, it shall the parties intend that those covenants (taken in order of the least populous jurisdictions) which, if eliminated would permit the remaining separate covenants to be interpreted to extend only over enforced in that proceeding, shall, for the maximum period purpose of timesuch proceeding, range be deemed eliminated 38 from the provisions of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period15.5.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for (a) For a period of 12 months following four years from and after the date of your termination of employment with SuretyClosing Date, you will the Seller shall not, directly or indirectlyindirectly through any of its Affiliates, without the prior written approval of the Surety’s Boardengage in or participate in, be or make any financial investments in any Person that engages directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety any business in that competes with the United States and Canada (a “Competitor”)Business; providedPROVIDED, howeverHOWEVER, that such prohibited activity nothing herein shall not include the ownership prohibit an investment of less than 5% of the then-outstanding equity securities of any publicly traded corporation (as determined by vote or value) regardless at the time of the business of such corporation; and provided further that such prohibited activity shall be expanded to include investment) in a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(cPerson. (b) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement SECTION 9.13(a) to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of : (i) the expiration Seller or any of its Affiliates may consummate (by merger, consolidation, stock purchase, asset acquisition or otherwise) an acquisition of the Protection Period business or assets of any Person if less than 20% of such Person's revenues are derived from the sale of services covered by the noncompete covenant in SECTION 9.13(a) (the "ACQUIRED PERSON") and may subsequent to such acquisition continue to sell any services which the Acquired Person was selling prior to its acquisition. (ii) in the expiration event of any post-Closing sale of the 12 month period following Seller, whether by merger, consolidation, sale of stock, sale of assets or otherwise, to another Person (the date "ACQUIRING PERSON"), the Acquiring Person shall not be bound (but the Seller shall continue to be bound) by the provisions of your termination SECTION 9.13(a). (c) The provisions of employment with Surety during this SECTION 9.13 shall be deemed to be a separate covenant in each country in which the Protection PeriodBusiness is currently engaged in business. The Seller acknowledges and agrees that the time, scope, geographic area and other provisions of this covenant not to compete have been specifically negotiated by sophisticated parties and that such provisions are reasonable under the circumstances. The parties further agree that if, despite the foregoing acknowledgment, a court or other tribunal of competent jurisdiction holds that any of the restrictions of this covenant not to compete are unenforceable, the maximum restrictions of time, scope or geographic area reasonable under the circumstances, as determined by such court or tribunal, shall be substituted for any such restrictions held unenforceable.

Covenant Not to Compete. If you terminate In view of the unique value to TTA of Employee's services and because of the confidential information to be obtained by or disclosed to Employee as described above, Employee agrees as follows: 8.1 That during his employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by SuretyTTA, and for a period of 12 six (6) months following the date of your after termination of such employment by Employee, Employee will not directly or indirectly, as principal, owner, employee, or agent, engage within the United States in any business that is competitive with business of TTA, or that business described in the prospectus contained in any registration statement filed by TTA under the Securities Act of 1933 at any time during the initial year of this Agreement. 8.2 That during his employment with SuretyTTA, you and for a period of six (6) months after termination of such employment by Employee, he will not directly or indirectly solicit for employment or employ any employee of TTA. 8.3 That during his employment with TTA, and for a period of six (6) months after termination of such employment by Employee, he will not, directly or indirectly, without the prior written approval solicit business from any customers of TTA. 8.4 That if Employee violates any of the Surety’s Boardprovisions of this Section 8 or section 7, be directly or indirectly employed Employer and Employee both realizing the difficulty in establishing the amount of actual damages incurred by TTA as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business result of such corporation; and provided further that such prohibited activity a breach, TTA shall be expanded entitled to include a surety business outside liquidated damages in an amount equal to Employee's then current yearly salary if still employed by TTA, or if no longer employed by Employer, the United States and Canada shouldamount of Employee's yearly salary at the time of his termination, plus any bonus paid during the term previous twelve (12) months, plus interest at the rate of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(ctwelve percent (12%) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following per annum from the date of your termination the breach of employment with Surety during the Protection Periodany of these subsections or section 7 until payment is received by TTA. It is understood and agreed that this remedy is in addition to, and not a limitation on, any injunctive relief or other rights or remedies to which Employer is or may be entitled to under law.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) As a part of the consideration for the purchase of the shares of ▇▇▇▇▇ pursuant to the Acquisition Agreement, and then you compete with Suretyas a material inducement for BancTrust to consummate that agreement, Surety may suffer irreparable harm and damage. Accordingly▇▇▇▇▇, you hereby agree that to protect during the legitimate business interests of Surety, while you are employed by Surety, Consulting Period and for a period of 12 months following the date one (1) years thereafter, agrees that he will not within Shelby County, Alabama, or within a fifty (50) mile radius of your termination of employment with SuretyMontevallo, you will notAlabama, directly or indirectly, without the prior written approval of the Surety’s Boardown, manage, operate, control, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder participate in, a surety business in or be connected with any bank, savings association, savings bank, credit union, other financial institution, or finance company, nor shall he otherwise compete with or solicit the United States customers of BancTrust or any of its subsidiaries. In furtherance of this covenant not to compete, ▇▇▇▇▇ agrees to refer all inquiries, calls, or other customer contacts addressed to him concerning the activities of Merchants, Bancshares, Peoples or BancTrust to such officers or agents of BancTrust or Peoples as BancTrust may direct. (b) If, at any time, the provisions of this Section 5 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 5 shall be considered divisible and Canada (a “Competitor”); providedshall become and be immediately amended to only such area, however, that such prohibited duration and scope of activity as shall not include be determined to be reasonable and enforceable by the ownership of less than 5% of court or other body having jurisdiction over the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporationmatter; and provided further the ▇▇▇▇▇ agrees that such prohibited activity this Section 5 as so amended shall be expanded valid and binding as though any invalid or unenforceable provision had not been included herein. (c) Both parties recognize that this covenant not to include a surety business outside compete is material and unique. Accordingly, if ▇▇▇▇▇ breaches the United States terms and Canada should, during the term conditions of this Agreement, Surety do “substantial” business outside the United States BancTrust shall be entitled to institute legal and Canada. Upon your written request, the Board will determine equitable proceedings in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction jurisdiction. The remedies of BancTrust for such breach shall, in addition to be unenforceable because it extends any other available legal remedies, include the right to enforce specific performance by ▇▇▇▇▇, and to enjoin ▇▇▇▇▇ from performing services for too long a any competing person, firm, or corporation during the period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted that this covenant not to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. compete is applicable. (d) Notwithstanding anything contained in this Agreement herein to the contrary, the restriction set forth ▇▇▇▇▇ will not be in violation of this Section 8(c) shall terminate on the later provision if he owns of (i) the expiration record or beneficially five percent or less of the Protection Period or (ii) the expiration outstanding voting stock of the 12 month period following the date of your termination of employment with Surety during the Protection Perioda publicly-traded corporation as to which ▇▇▇▇▇ is neither an officer, director, nor employee.

Covenant Not to Compete. If you terminate employment (a) To secure the interests of Purchaser hereunder, Sellers hereby covenant and agree that, except as otherwise expressly provided herein, from and after the Closing and until the fifth (5th) anniversary of the Closing Date, Sellers shall not, and shall cause their controlled Affiliates not to, directly or indirectly (including, without limitation, by participating in the management, operation or control of, or have any financial or ownership interest greater than five (5%) percent in any business or entity which to the knowledge of the Sellers is engaged in any of the following prohibited activities, or aiding or knowingly assisting any other business or entity that is engaged in any of the following prohibited activities), (i) engage in the Business or the business of designing, fabricating, procuring, selling and distributing disk brakes for heavy duty trucks (Class 7 and Class 8 trucks), and trailers which can be used with Surety such heavy duty trucks, in North America (the "Disk Brake Business"), or if your employment is terminated (ii) make preparations for engaging in the Business or the Disk Brake Business, including, without limitation, (A) soliciting any customer of the Companies to purchase any products which are competitive with (x) the products currently sold by Surety the Companies to the extent such products relate to the Business or (y) the Disk Brake Business, in each case from anyone other than the Companies; and then you compete with Surety(B) assisting any Person in any way to do, Surety may suffer irreparable harm or attempt to do, anything prohibited by the foregoing, whether by ownership, control, management, operation or financing of such Person. Purchaser acknowledges that Sellers are currently in the disk brake business for cars and damage. Accordingly, you light trucks and this paragraph shall not restrict Sellers' continued manufacture and sale of disk and drum brakes for cars and light and medium trucks (Class 6 and below). (b) Sellers and Purchaser each hereby acknowledge and agree that if Sellers or any one or more of their controlled Affiliates breaches any provision of Section 7.12(a), any remedy at law would be inadequate and that the Purchaser, in addition to protect the legitimate business interests of Suretyseeking monetary damages in connection with any such breach, while you are employed by Suretyshall be entitled to specific performance, and for injunctive and other equitable relief to prevent or restrain a breach of this Section 7.12 or to enforce the provisions hereof. (c) Sellers and Purchaser intend that the provisions of this Section 7.12 be enforced to the fullest extent permissible under the Laws applied in each jurisdiction in which enforcement is sought. If any provision of this Section 7.12, or any part hereof, shall be held by a court of competent jurisdiction to be invalid or unenforceable, this Section 7.12 shall be amended to revise the scope of such provision, to make it enforceable to the fullest extent permitted by applicable Law, if possible, or to delete such provision or such part, such revision or deletion to apply only with respect to the operation of this Section 7.12 in the jurisdiction of such court. (d) For a period of 12 months following three (3) years from and after the date hereof, neither Purchaser nor Sellers nor any of your termination of employment with Surety, you will nottheir respective controlled Affiliates shall, directly or indirectly, without the prior written approval consent of the Surety’s Boardother party, be directly solicit or indirectly employed as an owner, partner, employee, consultant or in direct any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of Person to solicit any publicly traded corporation (determined by vote officer or value) regardless of the business other employee of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business other party or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(cparty's Affiliates (other than Bob Reckling) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of to: (i) the expiration of the Protection Period terminate such officer's or employee's employm▇▇▇ ▇▇▇▇ ▇▇▇h other party or such other party's Affiliates; or (ii) seek or accept employment or other affiliation with any other Person (other than, in each case, any solicitation directed to the expiration public in general in publications of general distribution). (e) For a period of two (2) years from and after the date hereof, neither the Sellers nor any of their controlled Affiliates shall, without the prior written consent of the 12 month period following Purchaser, employ or otherwise engage the date services of your termination of employment with Surety during the Protection PeriodEd Meador, Diane Zekind, Tom Elkins, Jim Knaus, Jesus Reynoso or Jes▇▇ ▇▇▇▇▇▇ez ▇▇▇▇▇▇▇ ▇▇ no▇ ▇▇▇▇ ▇▇▇so▇▇ ▇▇▇ ▇▇pl▇▇▇▇ ▇▇ ▇▇▇▇▇aser ▇▇ ▇▇▇ ▇▇▇▇▇▇ates.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) Seller agrees that, during the period beginning on the Closing Date and then you compete with Suretyending on the fifth anniversary thereof (the "Non-Competition Period"), Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by SuretySeller will not, and for a period of 12 months following the date of your termination of employment with Surety, you will notuse its best efforts to cause Seller's Subsidiaries not to, directly or indirectly, without the prior written approval of the Surety’s Boardor by or through any other Person, be directly or indirectly employed whether as an ownera shareholder, partner, employeejoint venturer or, consultant consultant, engage or invest in, or consult with or to, any business which directly competes with the Business in the United States or in any other capacity by, and you will not become a stockholder in, a surety geographic area in which the Companies conduct business in as of the United States and Canada (a “Competitor”)date hereof or as of the Closing Date; provided, however, that such prohibited activity shall not include ownership or acquisition by the ownership Seller and its Subsidiaries of an aggregate (calculated for the Seller and its Subsidiaries, collectively) of less than five percent (5% %) of the outstanding securities stock of any publicly traded corporation company shall not in itself constitute a violation of this Section 5.21(a); and, provided, further, that nothing herein shall restrict the right of Seller or its Subsidiaries to own an interest in (determined by vote including an interest constituting control) or valueengage in any other relationship with any Person, provided no more than ten percent (10%) regardless of the business revenues of such corporation; and provided further Person are generated from businesses which directly compete with the Business. (b) Seller agrees that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term period beginning on the Closing Date and ending on the second anniversary of this Agreementthe Closing Date, Surety do “substantial” business outside Seller will not Knowingly, and will use its best efforts to cause Seller's Subsidiaries not to, directly or indirectly, solicit or hire any key employee of the United States Companies, assist in the solicitation or hiring of such key employee by any other Person, or encourage any such key employee to terminate his or her employment with the Companies. (c) Seller acknowledges and Canada. Upon your written requestagrees that, (i) it regards the Board will determine restrictions contained in Sections 5.20 and 5.21 as reasonable and designed to provide the Buyer with limited, legitimate and reasonable protection against subsequent diminution of the value of the Companies attributable to any actions of any Seller or any of its sole discretion whether Subsidiaries contrary to such covenants and (ii) because the legal remedies of the Buyer may be inadequate in the event of a business breach of, or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside failure to perform, any of the United States covenants and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction obligations set forth in Sections 5.20 and 5.21, the Buyer may, in addition to obtaining any other remedy or relief available to them (excluding consequential, indirect and exemplary damages), obtain specific enforcement of Sections 5.20 and 5.21 and other equitable remedies. Seller also acknowledges and agrees that no breach by the Buyer of, or other failure by the Buyer to perform, any of the covenants or obligations of the Buyer under this Section 8(cAgreement or otherwise shall relieve such Seller of any of its obligations under Sections 5.20 and 5.21. (d) is found by any If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 5.21 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to be reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable because it extends for too long term or provision with a period term or provision that is valid and enforceable and that comes closest to expressing the intention of time the invalid or over too great a range of activities unenforceable term or over too broad a geographic areaprovision, it and this Agreement shall be interpreted to extend only over the maximum period of time, range of activities or geographic area enforceable as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) so modified after the expiration of the Protection Period or (ii) time within which the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodjudgment may be appealed.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) The Seller acknowledges that the agreements and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that covenants contained in this Section 7.5 are essential to protect the legitimate business interests value of Suretythe Business being acquired by the Buyer. Therefore, while you are employed by Suretythe Seller agrees that for the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (such period is hereinafter referred to as the "Restricted Period"), and for a period of 12 months following except as set forth below, the date of your termination of employment with Surety, you will notSeller shall not anywhere in the United States participate or engage, directly or indirectly, without the prior written approval for themselves or on behalf of the Surety’s Boardor in conjunction with any Person, be directly or indirectly employed whether as an owneremployee, agent, officer, consultant, director, shareholder, partner, employeejoint venturer, consultant investor or in any other capacity byotherwise, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”)Business; provided, however, that such prohibited activity the foregoing shall not include prohibit the ownership by the Seller of less than 5equity securities of a public company in an amount not to exceed 2% of the issued and outstanding securities shares of such company; provided, further, that the Seller shall be entitled to engage in the Business to the following extent: (i) the Seller shall be entitled to manufacture and/or purchase for wholesale resale "Koosh" (in connection with Sears catalogue sales only) and "MTV" inventory until December 31, 1999 and may sell such inventory, as well as any publicly traded corporation Excluded Inventory (determined by vote or valueother than "Golds Gym" inventory), until June 30, 2000; and (ii) regardless the Seller shall be entitled to manufacture, purchase for wholesale resale and/or sell "Golds Gym" inventory until December 31, 2000. (b) The Seller agrees that a monetary remedy for a breach of the business agreement set forth in Section 7.5(a) hereof will be inadequate and impracticable and further agree that such a breach would cause the Buyer irreparable harm, and that the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such corporation; and provided further a breach, the Seller agrees that such prohibited activity the Buyer shall be expanded entitled to include such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions as a surety business outside court of competent jurisdiction shall determine. (c) If any provision of this Section 7.5 is invalid in part, it shall be curtailed, as to time, location or scope, to the minimum extent required for its validity under the laws of the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement binding and enforceable with respect to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodSeller as so curtailed.

Covenant Not to Compete. If you terminate employment with Surety or if your employment Executive agrees that if, and only if, (i) Executive is terminated by Surety Employer with Cause; (ii) Executive resigns without Good Reason from his employment with Employer; or (iii) on or after a Change in Control, Executive is terminated without Cause or resigns for Good Reason and receives a CIC Lump Sum Payment; then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 twelve (12) months following from the date of your termination of when Executive’s employment with SuretyEmployer ends, you will nothe shall not (a) become employed or retained by, directly or indirectly, without any bank or other regulated financial services institution with an office or operating branch in any county in New Jersey within which TRCB or any other then existing subsidiary of TRB maintains an office or branch, which bank or institution (i) directly competes with TRCB or any other then existing subsidiary of TRB, and (ii) could reasonably be expected to materially adversely affect the prior written approval revenues generated by TRCB or any other then existing subsidiary of TRB, or (b) solicit, entice or induce any person who, at any time during the one year period through such date was, or at any time during the period of twelve (12) months from the date when Executive’s employment with Employer ends is, either an employee of Employer in a senior managerial, operational or lending capacity, or a highly skilled employee with access to and responsibility for any confidential information, to become employed or engaged by Executive or any person, firm, company or association in which Executive has an interest; approach any such person for any such purpose; or authorize or knowingly approve the taking of such actions by any other person or entity. Executive acknowledges that the terms and conditions of this restrictive covenant are reasonable and necessary to protect TRB, its subsidiaries, and its affiliates, and that Employer’s tender of performance under this Agreement, including the payment of the Surety’s BoardCIC Lump Sum Payment, be directly or indirectly employed as an owneris fair, partner, employee, consultant or adequate and valid consideration in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term exchange for his promises under this Section 15 of this Agreement. Executive further acknowledges that his knowledge, Surety do “substantial” business outside skills and abilities are sufficient to permit him to earn a satisfactory livelihood without violating the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness provisions of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any 15. Executive agrees that, should Employer reasonably conclude that Executive has failed to fully comply with all of the terms of this Section 15, Employer may apply to a court of competent jurisdiction for such equitable relief as Employer believes to be unenforceable because it extends necessary and effective, and may pursue a claim against Executive for too long a period of time or over too great a range of activities or over too broad a geographic area, it damages. Executive further agrees that Executive shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained reimburse Employer for all legal fees incurred by Employer in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) applying for and securing such equitable relief as is granted under the expiration of the Protection Period or preceding sentence, and (ii) asserting and pursuing a claim for damages under the expiration preceding sentence which is adjudicated wholly or partially in favor of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodEmployer.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree Seller agrees that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months 3 ----------------------- years following the date of your termination of employment with SuretyClosing Date, you will Seller shall not, directly either for itself or indirectlyfor any other Person controlled by it, without the prior written approval consent of Buyer, engage in the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business Business anywhere in the United States and Canada (a “Competitor”the "Restricted ---------- Business"); providedprovided that, howevernotwithstanding the foregoing, that such prohibited activity shall not include Seller may (i) -------- -------- ---- hereafter purchase, or otherwise become affiliated with or participate in, any enterprise engaged in the ownership of Restricted Business if less than 520% of the outstanding securities aggregate gross revenues of such enterprise for its most recently completed fiscal year were derived from the Restricted Business (and Seller may hereafter acquire a controlling interest in any publicly traded corporation (determined by vote or value) regardless enterprise that is engaged in the Restricted Business, even if more than 20% of the business aggregate gross revenues of such corporation; and provided further enterprise for its most recently completed fiscal year were derived from the Restricted Business, so long as Seller shall use reasonable efforts to divest, as soon as reasonably practicable, a portion of its interest in such enterprise relating to the Restricted Business such that the 20% gross revenues test set forth above would not be exceeded after giving effect to such prohibited activity shall be expanded to include a surety business outside the United States and Canada shoulddivestiture), during the term of this Agreement(ii) hereafter own, Surety do “substantial” business outside the United States and Canada. Upon your written requestoperate, the Board will determine acquire or otherwise become affiliated with or participate in its sole discretion whether a any wholesale or retail grocery business, any grocery distribution business or other entity constitutes a “Competitor” any foodservice distribution business which is not engaged in the manufacture of bagels, (iii) engage in any joint marketing, promotion or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness in-store merchandizing program for any of such determination may be conditioned on the accuracy of such informationSeller's products or any products produced by or for any Person, and on such other factors as (iv) perform its obligations under the Board may determineTransition Services Agreement. If any restriction set forth Notwithstanding the foregoing, nothing in this Section 8(c5(d) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted deemed to extend only over the maximum period prohibit Seller from leasing, renting, ------------ selling or otherwise disposing of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodany Excluded Assets.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with SuretyEmployee acknowledges that Employer's activities are international in scope. Employee therefore covenants that, Surety may suffer irreparable harm and damage. Accordinglyduring the Term and, you hereby agree that to protect the legitimate business interests of Suretyexcept as provided in this Agreement, while you are employed by Surety, and for a period of 12 months following two (2) years after the date of your termination of Employee's employment with SuretyEmployer, you its successors, and/or assigns, or cessation of payment to Employee under this Agreement, whichever is later, Employee will not, directly or indirectly, without the prior written approval of the Surety’s Boardengage or be interested (as principal, be directly or indirectly employed as an agent, manager, employee, consultant, owner, partner, employeeofficer, consultant director, stockholder, trustee or otherwise) in any other capacity byentity engaged in a business which competes in a material manner with Employer within a three mile radius of any business location of Employer or any of its subsidiaries, and you will not become a stockholder inaffiliates, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the or franchisees. Employee's ownership of less than 5% two percent (2%) of the outstanding securities voting stock of any publicly traded corporation (determined held corporation, or any other entity specifically authorized by vote the Board of Directors of Employer, shall not constitute a violation of this Section 4. 4.2.1 Notwithstanding the provisions of Section 4.2, if Employee's employment with Employer is terminated by Employer without cause or value) regardless by Employee with good reason, then the post-termination period of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction covenant against competition set forth in Section 4.2 shall apply for only one (1) year after termination of Employee's employment.. For purposes of this Section 8(c4.2.1, the term "good reason" shall mean that: (a) is found by Employer has relocated its corporate headquarters more than one hundred (100) miles from Dayton, Ohio; (b) Employer has directed Employee to take an unlawful action or omission that has a reasonable probability of exposing Employee and/or Employer to criminal liability and Employer has not rescinded its request within thirty (30) days after Employee gives Employer written notice of his unwillingness to take the action/omission and his reasons for such unwillingness; (c) Without Employee's consent, Employer has substantially decreased Employee's responsibilities and/or has reduced Employee's base compensation (unless Employer has made similar reductions in the base compensation of Employer's other senior executives); and/or (d) Employer fails to comply with any court material provision of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement and has not cured such failure within thirty (30) days after Employee has given written notice of such non-compliance to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodEmployer.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety Each NJJ Shareholder hereby covenants and then you compete with Suretyagrees that, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following five (5) years from the date of your termination of employment with SuretyClosing Date, you such NJJ Shareholder will not, not directly or indirectly, without (i) engage in any business in which the prior written approval Company, NJJ, N2J and their respective subsidiaries (collectively, the “Companies”) are then engaged in North America, Europe and Asia and, to the extent that any of the Surety’s BoardCompanies is operating in countries outside of the North America, be directly Europe and Asia during such period, those countries in which any of the Companies operates (whether for profit or indirectly employed not for profit), whether as an ownerofficer, partnerdirector, consultant, stockholder, guarantor, principal, agent, member, operator, proprietor, employee, consultant advisor or in any other capacity by, and you will not become a stockholder in, a surety business manner in the United States States, or (ii) solicit any present or proposed client or customer of the Companies, or (iii) employ or engage any employee of any of the Companies until six months after such person ceased to be an employee, (iv) make any disparaging statements concerning any of the Companies or their respective officers, directors, or employees, that could injure, impair or damage the relationships between any of the Companies, on the one hand, and Canada any of the employees, customers or suppliers or other persons with whom any of the Companies conduct business, or (a “Competitor”); v) aid or assist others with respect to any of the foregoing provided, however, that such prohibited activity nothing herein shall be construed to prohibit any NJJ Shareholder from giving factual information required to be given pursuant to legal process, subject to the provisions of Section 9(b)(ii) of this Agreement. The parties hereto acknowledge and agree that this non-competition covenant is an integral part of this Agreement for which each NJJ Shareholder is receiving adequate compensation, that the Company would not include enter in this Agreement without the ownership inclusion of less than 5% this Section 9(a) and Sections 9(b) and 9(c) of this Agreement and that if any court of competent jurisdiction shall hold that the scope or duration of the outstanding securities covenant not to compete set forth in this Section 9(a) is not reasonable or otherwise enforceable, then the parties agree that such court shall enforce the covenant to the greatest extent permitted under applicable law. As used in this Section 9(c), a present client or customer shall mean a customer of any publicly traded corporation (determined by vote or value) regardless of the business Companies who is or was a customer or client of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside any of the United States and Canada should, Companies at any time during the term of this Agreement, Surety do “substantial” business outside covenant and a prospective client or customer shall mean any client or customer actively solicited by any of the United States and Canada. Upon your written request, Companies at any time during the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned one (1) year period ending on the accuracy date of such information, and on such other factors as the Board may determineexpiration of this covenant. If any restriction set forth The covenants in this Section 8(c) is found by 9 are in addition to any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate covenants on the later part of (i) the expiration of the Protection Period any NJJ Shareholder pursuant to any employment or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodother agreement.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby (a) The parties agree that this Agreement and the transactions contemplated hereby constitute a sale of all or substantially all of the operating assets of the Seller for the purposes of Section 16601 of the California Business and Professions Code. In furtherance of the sale to protect the legitimate business interests Buyer (or the Sub if designated by the Buyer) of Suretythe Acquired Assets and the Business, while you are employed by Surety, the Seller and for a period of 12 months following the date of your termination of employment with Surety, you will Preis shall not, directly or indirectly, without through equity ownership or otherwise anywhere in the prior written approval world compete with the Buyer or the Sub in any business in which the Buyer, the Sub or the Expanded Business competes, for a period of five years from the Surety’s BoardClosing and McWeeny shall not, be directly or indirectly employed indirectly, through equity ownership or otherwise, anywhere in the world compete with the Buyer or the Sub in any business in which the Sub or the Expanded Business competes, for a period of three years from the Closing. Notwithstanding the foregoing, the Seller Shareholders shall not be prevented from owning, at any time, as an ownerinvestment, partnerupto 1% of a class of equity securities issued by any competitor of Cendant, employee, consultant the Buyer or in any other capacity by, the Sub that is publicly traded and you each Seller Shareholder will not become a stockholder in, a surety business be released from such obligations if such Seller Shareholder's employment with the Buyer or the Sub is Terminated Without Cause (as such term is defined in the United States and Canada respective Seller Shareholder Employment Agreements); (a “Competitor”); provided, however, b) The parties intend that such prohibited activity shall not include the ownership of less than 5% of covenant contained in the outstanding securities of any publicly traded corporation (determined by vote or valuepreceding Section 4.11(a) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include construed as a surety series of separate covenants, one for each area of business outside the United States and Canada shouldcountry, during the term of this Agreementcounty and city included within each state and, Surety do “substantial” except for business outside the United States and Canadageographic coverage, each such separate covenant shall be deemed identical. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided The parties agree that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth covenants included in this Section 8(c) is found by 4.11 are, taken as a whole, reasonable in their business scope, geographic scope and duration and no party shall raise any court issue of competent jurisdiction the reasonableness of the scope or duration of the covenants in any proceeding to enforce any such covenants. The unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be unenforceable enforced. Furthermore, because it extends for too long a period substantial portion of time or over too great a the Business is conducted on the Internet, geographic boundaries should not apply and, therefore, the parties further agree that the geographic scope of the convenants contained herein should not be limited to any particular geographic region smaller than the range of activities or over too broad places where the Internet is accessible. If, in any judicial proceeding, a geographic area, it court shall be interpreted refuse to extend only over enforce any of the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth separate covenants deemed included in this Section 8(c) shall terminate on 4.11, it is expressly agreed that the later of (i) parties intend that they be bound by the expiration of longest time period and the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodmaximum geographic coverage permitted by law.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety(a) As an inducement to the Buyer to acquire the Business, Surety may suffer irreparable harm and damage. Accordinglyeach Seller agrees that, you hereby agree that to protect effective as of the legitimate business interests of Surety, while you are employed by Surety, Closing Date and for a period of 12 months following three years (or, in Louisiana, two years) thereafter, it and its Affiliates shall not, without the date consent of your termination of employment with Surety, you will notthe Buyer, directly or indirectly, without engage in the prior written approval manufacture and service of pedestal-mounted, hydraulic cranes, or supply parts and services in connection therewith, in any geographic area in Louisiana, the Gulf Coast region, offshore of the Surety’s Board▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, be directly ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ or indirectly employed Singapore in which the Sellers were conducting the Business as an ownerof the Closing Date, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity that, notwithstanding the foregoing, the Sellers and their Affiliates shall not include be prohibited from servicing pedestal-mounted, hydraulic cranes owned by them, or supplying parts in connection therewith. Each Seller acknowledges that this covenant not to compete is being provided as an inducement to the ownership Buyer to acquire the Business and the Transferred Assets and that this Section 4.7 contains reasonable limitations as to time, geographical area and scope of less activity to be restrained that do not impose a greater restraint than 5% is necessary to protect the goodwill or other business interest of the outstanding securities Buyer. Whenever possible, each provision of this Section 4.7 shall be interpreted in such a manner as to be effective and valid under applicable law, but if any publicly traded corporation (determined provision of this Section 4.7 shall be prohibited by vote or value) regardless of invalid under applicable law, such provision shall be ineffective to the business extent of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside prohibition or invalidity, without invalidating the United States and Canada should, during the term remaining provisions of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determineSection 4.7. If any restriction set forth in provision of this Section 8(c) is found 4.7 shall, for any reason, be judged by any court of competent jurisdiction to be unenforceable because it extends invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Section 4.7 but shall be confined in its operation to the provision of this Section 4.7 directly involved in the controversy in which such judgment shall have been rendered. In the event that the provisions of this Section 4.7 should ever be deemed to exceed the time or geographic limitations permitted by applicable laws, then such provision shall be reformed to the maximum time or geographic limitations permitted by applicable law. The foregoing provisions of this Section 4.7 shall not prevent the Sellers or any of their respective Affiliates from making any acquisition (whether by way of assets, stock or otherwise) of, or retain any interest in, or any investment in, in either case, whether directly or indirectly, any business, entity or affiliated group of entities that on a consolidated basis during the most recent fiscal quarter derived 25% or less of its gross revenues from the manufacture and service of pedestal-mounted, hydraulic cranes so long as such acquisition is pursuant to an agreement entered into on or after one year from the Closing Date. The foregoing provisions shall also not prohibit any Person who may in the future acquire 50% or more of the outstanding capital stock of either Seller (or any successor thereto) from engaging in the manufacture and service of pedestal-mounted, hydraulic cranes as long as such acquiring Person was engaged in the manufacture and service of pedestal-mounted, hydraulic cranes prior to such acquisition. (b) The Sellers agree that, from and after the Closing Date, the Sellers and their respective Affiliates shall not for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodone year solicit any Transferred Employees.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety Purchaser and then you compete with Surety, Surety may suffer irreparable harm Seller and damage. Accordingly, you hereby its Related Persons agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following five (5) years commencing on the date of your termination of employment with SuretyClosing Date, you it will not, within the Territory, either directly or indirectly, without the prior written approval of the Surety’s Boardown, be directly manage, operate, join, control or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business participate in the United States and Canada (ownership, management, operation or control of, any business, whether in corporate, limited liability, proprietorship or partnership form or otherwise where such business is engaged in a “Competitor”)Competing Business; provided, however, that such prohibited activity if Seller or any of its Related Persons acquires by merger, stock purchase, asset purchase or other form of business combination or acquisition a Person that is already engaged in a Competing Business, this Section 9.7 shall not include be violated if the ownership aggregate of less than the annual GAAP revenues from such acquired Competing Business represent 5% or less of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless total annual GAAP revenues for such year of the business acquired Person, or if Seller or the relevant acquiring Related Person divests such acquired Competing Business within six months of acquiring it. The Parties hereto specifically acknowledge and agree that the foregoing covenant and agreement is made and given by Seller in connection with the sale of the Business and Company and the goodwill associated therewith and in order to protect and preserve to the Purchaser the benefit of its bargain in the purchase of Company and Business and the related goodwill, that the remedy at law for any breach of the foregoing will be inadequate, and that the Purchaser, in addition to any other relief available to it, and notwithstanding any other provision herein, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage or posting any bond in connection with the issuance of such corporation; and temporary or permanent injunction. In the event that the provisions of this Section 9.7 should ever be deemed to exceed the limitation provided further by applicable Law, then the parties hereto agree that such prohibited activity provisions shall be expanded reformed to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodlimitations permitted.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety The Manager represents, warrants and then you compete with Suretycovenants that, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests as of Surety, while you are employed by Surety, and for a period of 12 months following the date of your termination of employment with Surety, you will not, directly or indirectly, without this Agreement until one (1) year from the prior written approval earlier of the Surety’s Boarddate that the Company is dissolved or the Manager is no longer a Member, be directly it has not obtained and will not obtain direct or indirectly employed as an ownerindirect ownership or control, partneror rights to obtain direct or indirect ownership or control, employeeof (a) a five percent (5%) or greater interest, consultant or in the aggregate, in any License for a Designated Market (as defined below), or (b) any entity, other capacity bythan VWC, and you will not become an Affiliate of VWC or the Company, that has a stockholder infive percent (5%) or greater interest, in the aggregate, in any License for a Designated Market. For the purposes hereof, a surety "Designated Market" shall mean (i) a market in which, as of the date of this Agreement, VWC or an Affiliate of VWC operates a cellular telephone business or a PCS business using spectrum licensed by the FCC through the A, B, C, D, E or F block PCS auctions, (ii) a market in which, in the United States and Canada future, VWC or an Affiliate of VWC operates a PCS business using spectrum licensed by the FCC through the A, B, C, D, E or F block PCS auctions, or (iii) any market that has been named by Cook ▇▇▇et as a “Competitor”); target market in its filings with the FCC with respect to the Auctions for Licenses, which causes a "significant overlap" as defined in FCC Rules provided, however, that such prohibited activity nothing herein shall not include the ownership of less than 5% prevent Cook ▇▇▇et or its Affiliates from owning an interest in partnership with Bell ▇▇▇th Corporation or its Affiliates in any of the outstanding securities of any publicly traded corporation (determined by vote states within Bell ▇▇▇th Corporation's operating region or value) regardless of the business of such corporationin partnership with WWC or its Affiliates; and provided further that such prohibited activity nothing in the immediately preceding proviso shall be expanded deemed to include a surety business outside require VWC or any of its Affiliates to dispose of any FCC license that it holds currently or at any time in the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodfuture.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety (a) Except as provided in Sections 7.14(b) and then you compete with Surety7.14(c) below, Surety may suffer irreparable harm the ---------------------------- Seller, MSI and damage. Accordingly, you hereby each of their Affiliates agree that to protect for the legitimate business interests period starting on the Closing Date and ending on the later of Surety, while you are employed by Surety, and for a period of 12 thirty (30) months following after the Closing Date or the date of your the termination of employment the Wafer Supply Agreement in accordance with Suretyits terms, you will notnone of the Seller, MSI, or any of their Affiliates will, directly or indirectly, without in any geographic area (within the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant United States or in any other capacity bycountry) that the Purchaser conducts business in connection with the Wafer Operation, own, manage, operate, join, control or participate in the ownership, management, operation or control of, any business competitive with the Wafer Operation. (b) However, the prohibition of Section 7.14(a) shall not: --------------- (i) apply to Seller during any period when the Seller is in compliance with the Wafer Supply Agreement and, if applicable, purchasing the Seller Wafer Minimums; (ii) prohibit the Seller or MSI from purchasing wafers from third parties whenever (A) the Seller is in compliance with the Wafer Supply Agreement, (B) the Seller is in compliance with the R&D Services Agreement, (C) the Seller is purchasing the Seller Wafer Minimums, if applicable, and you will (D) --- either (1) the Seller is meeting the Seller Excluded Customers Requirements during any extension term under the Wafer Supply Agreement or (2) the Seller -- Excluded Customers Requirements are not become being met due to a stockholder infailure by the Purchaser to fulfill one or more of its obligations under the Wafer Supply Agreement; or -- (iii) prohibit the Seller or MSI from developing wafer fabrication processes whenever (A) the Seller is in compliance with the Wafer Supply Agreement, (B) the Seller is in compliance with the R&D Services Agreement, (C) the Seller is purchasing the Seller Wafer Minimums, if applicable, and (D) either (1) the Seller is meeting the Seller Excluded --- Customers Requirements during any extension term under the Wafer Supply Agreement or (2) the Seller Excluded Customers Requirements are not being met -- due to a surety failure by the Purchaser to fulfill one or more of its obligations under the Wafer Supply Agreement. (c) In addition to the limitations on the prohibitions of Sections -------- 7.14(a) put forth in subparagraph (b), the prohibitions of Sections 7.14(a) ------- ---------------- ---------------- shall terminate: (i) upon the effective date of any merger or consolidation in which the acquiring entity was engaged in a business in competition with the United States Wafer Operation prior to such effective date and Canada in which the shareholders of the Seller of MSI, as the case may be, immediately prior to such merger or consolidation did not own more than fifty percent (50%) of the voting securities --- of the surviving entity; or (ii) upon the effective date of the sale of fifty percent (50%) or more of the voting securities of the Seller or MSI, as the case may be, to a “Competitor”); providedPerson that was engaged in a business in competition with the Wafer Operation prior to the effective date of such sale. (d) The Seller acknowledges and agrees that the geographic scope of this covenant is reasonable. The Parties specifically acknowledge and agree that the remedy at law for any breach of this Section 7.14 will be inadequate ------------ and that the Purchaser, howeverin addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. If the provisions of this Section 7.14 should ever be ------------ deemed to exceed the limitation provided by applicable law, then the Parties agree that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity provisions shall be expanded reformed to include a surety business outside set forth the United States and Canada shouldmaximum limitations permitted. Notwithstanding anything in this Section 7.14 to the ------------ contrary, during nothing in this Section 7.14 shall be deemed to excuse or release the term ------------ Seller or MSI from performing all of their obligations under this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written requestWafer Supply Agreement, or the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodSeller Transaction Documents.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety During the period commencing on the Closing Date and then you compete with Suretycontinuing until the third anniversary of the Closing Date (the "NONCOMPETITION PERIOD"), Surety may suffer irreparable harm Seller shall not (and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following the date of your termination of employment with Surety, you will notshall cause each Noncompetition Party (as defined below) not to), directly or indirectlyindirectly own, without the prior written approval of the Surety’s Boardmanage, be directly operate or indirectly employed as an owner, partner, employee, consultant or in control any other capacity by, and you will not become a stockholder in, a surety business in competition with the United States and Canada business activities conducted by the Business on the Closing Date (a “Competitor”"COMPETITIVE BUSINESS"); provided, however, that such prohibited activity the foregoing covenants shall not include prohibit, or be interpreted as prohibiting, any Noncompetition Party from: (a) continuing anywhere in the world in any type of business conducted by any Noncompetition Party on the date hereof, which is not part of the Business (Seller hereby acknowledging that, on the date hereof, it conducts no Competitive Business anywhere in the world); (b) entering into any relationship with a person or entity not owned, managed, operated or controlled by any Noncompetition Party for purposes primarily unrelated to a Competitive Business; (c) making equity investments in publicly owned companies which conduct a Competitive Business, provided such investments do not result in ownership of less more than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found Competitive Business by any court of competent jurisdiction to be unenforceable because it extends for too long Noncompetition Party; or (d) acquiring any person or entity which conducts a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of Competitive Business if either: (i) in the expiration calendar year prior to such acquisition, the revenues of such person or entity from its Competitive Business do not constitute more than 15% of the Protection Period total revenues of such person or entity; or (ii) the expiration applicable Noncompetition Party promptly commences and thereafter completes the total divestiture of such Competitive Business not later than 12 months after such acquisition. For purposes of the 12 month period following Agreement, "NONCOMPETITION PARTY" means each of Seller and any direct or indirect majority-owned subsidiaries of Seller while (but only while) such entity is a direct or indirect majority-owned subsidiary of Seller. Seller shall use reasonable efforts to cause each of its Affiliates to be bound by the date provisions of your termination this Section 10.3 as if it were a Noncompetition Party for so long as such Affiliate remains an Affiliate of employment with Surety during the Protection PeriodSeller.

Covenant Not to Compete. If you terminate employment LWB shall make himself available for consultation with Surety or if your employment is terminated Buyer as needed for one (1) year following the Closing provided such consultation does not unreasonably interfere with other business activities. ForIn view of the sale of goodwill by Surety and then you compete with Surety▇▇▇▇▇▇▇ under this Agreement, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following five years from and after the date of your termination of employment with SuretyClosing Date, you LWB will not, directly or indirectly, without the prior written approval of the Surety’s Board, be not engage directly or indirectly employed as an ownerthrough BHI, partnerBHM, employeeBP, consultant or otherwise in any other capacity bythe construction and sale of single family homes in Alabama and Mississippi,the Alabama counties ofall Alabama and Mississippi,Alabama counties, including specifically Madison, Limestone, Jefferson, Morgan, Jefferson and ▇▇▇▇▇▇ and theMobile, and you will ▇▇▇▇▇▇▇, and all Mississippi counties ofcounties, including specifically Jackson and ▇▇▇▇▇▇▇▇, except that the foregoing restriction shall not become apply (i) to the development of land for single family homes in a stockholder injoint venturelimited liability company jointly owned with WHI as outlined in section 2(j),2(k), a surety business in (ii) the United States and Canada construction and/or sale of homes on scattered lots (a “Competitor”); providedowned by customers) by Madison, or LWB's(iii) the development by LWB directly or through Affiliates of rural properties (without availability of sanitary sewer systems)service other than individual septic tanks) provided however, that Buyer shall have for five years after Closing a Right of First Refusal to purchase all lots on such prohibited activity shall rural properties upon completion of development. LWB will not include use the ownership name "▇▇▇▇▇▇▇""▇▇▇▇▇▇▇," "BHI," or a variation thereof on any entity with which he is associated and for two years after Closing will not hire directly or through any business with which he is associated, including Madison, any person who has been an employee of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote ▇▇▇▇▇▇▇, BHI, WHA, WHM or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, WHI during the term of this Agreementpreceding twenty four (24) months, Surety do “substantial” business outside except that LWB or an Affiliate may employ the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned persons listed on the accuracy of such information, and on such other factors as the Board may determineSchedule 14. If any restriction set forth in this Section 8(c) is found by any the final judgment of a court of competent jurisdiction declares that any term or provision of this section 8(f) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to be reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable because it extends for too long term or provision with a period term or provision that is valid and enforceable and that comes closest to expressing the intention of time the invalid or over too great a range of activities unenforceable term or over too broad a geographic areaprovision, it and this Agreement shall be interpreted to extend only over the maximum period of time, range of activities or geographic area enforceable as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) so modified after the expiration of the Protection Period or (ii) time within which the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodjudgment may be appealed.

Covenant Not to Compete. If you terminate employment with Surety or if (a) During the period commencing on the date hereof and continuing until the expiration of five (5) years after your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. AccordinglyRetirement Date (the “Restriction Period”), you hereby agree will not, without the prior written consent of the Company, which consent the Company may grant or withhold in its sole discretion, except that the Company will not unreasonably withhold or delay such consent with respect to protect the Carve-Out Activities set forth below, provided you reaffirm at the time your obligations under Section 1 of this Agreement, directly or indirectly, for your own account or the account of others, as an employee, consultant, partner, officer, director or stockholder (other than a holder of less than five percent (5%) of the issued and outstanding stock or other equity securities of an issuer whose securities are publicly traded), or in any other capacity, provide services to any person or business engaged in the manufacture and distribution of beverage alcohol in the Territory, whether or not such person or business competes directly with the Company. (b) Investing in or providing services to the following businesses shall constitute the “Carve-Out Activities” for which the Company will not unreasonably withhold or delay its consent: (i) Sellers of beverage alcohol at retail, including bars and taverns, restaurants and hotels, and other sellers of beverage alcohol for on-premise consumption and, for purpose of clarity, including an independent “brew pub” or other producer of malt beverages and/or hard ciders where 75% or more of its production is consumed on its own premises and none of its investors, consultants or licensors is otherwise a manufacturer of malt beverages and/or hard ciders; (ii) Manufacturers of beverage alcohol products whose only products are spirits or wine; provided that, if you become involved in any fashion with such an entity and subsequently become aware that such entity has begun internal discussions concerning engaging in the manufacture or distribution of any beers, hard ciders or flavored malt beverages, you will refrain from participating in any such discussions and promptly inform the Company of the fact that such internal discussions have begun, and your continued service at or investment in such entity shall require the Company’s written approval; (iii) Businesses operating solely outside of the United States, provided any such business in which you might propose to invest or to which you might propose to provide services confirms to the Company that it has no intention or plans to enter the United States market with any beers, hard ciders or flavored malt beverages. You acknowledge that the foregoing restrictions are fair and reasonable, given your position with the Company, and that your involvement in any proscribed activity would result in, or constitute a substantial risk of, damage or injury to the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and CanadaCompany. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any The restriction set forth in this Section 8(c(and in paragraph 1) is found by any court shall apply regardless of competent jurisdiction to be unenforceable because it extends the reason for too long a period your departure from the Company, and regardless of time whether you or over too great a range the Company initiated such departure; provided that the Company provides you with all of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as benefits and payments to which you are entitled under the Retirement Letter Agreement dated February 2, 2017 between you and the Company. You acknowledge that you have read and you understand this provision, and that you have agreed to it may be enforceable. Notwithstanding anything contained knowingly and voluntarily, in this Agreement order to obtain the contrary, benefits provided to you by the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection PeriodCompany.

Covenant Not to Compete. If you terminate employment Intel shall not be required to agree to any covenants including without limitation any covenant not to compete or any covenant not to solicit any of the customers, employees or suppliers of any party to the Transaction. Furthermore, notwithstanding the foregoing, the obligation of Orbotech to sell its shares (the “OrbotechTransaction”) pursuant to this Article 29B shall be subject to the condition that the only representations, warranties or indemnities that Orbotech shall be required to make in connection with Surety or if your employment is terminated the Orbotech Transaction are representations, warranties and indemnities concerning (i) legal ownership of the Company’s securities to be sold by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect Orbotech (the legitimate business interests of Surety, while you are employed by Surety“Orbotech Securities”), and for (ii) the corporate authority of Orbotech to convey title to the Orbotech Securities, and the ability to do so free and clear of liens, encumbrances or adverse claims (the “Orbotech Required Obligations”). The Orbotech Required Obligations shall be in the same form as those to be given by each of the other shareholders of the Company and shall be given by Orbotech on a period several (but not joint) basis only. 29C. NO SALE (a) Until the close of 12 business on December 31, 2005, subject to Articles 29C(b) and (c) below and Article 29D below, neither Founder shall make any transfer, assignment, pledge, or other disposal (a “Disposition”) of the issued and outstanding share capital of the Company held by him upon execution of the Star Agreement, and any shares of the Company hereafter acquired by any such Founder as a result of his holding of such shares (collectively referred to as the: “Limited Shares”), either directly or indirectly. (b) Notwithstanding the above, in the event that the Company’s IPO has not occurred prior to the expiration of eighteen months following the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval execution of the Surety’s BoardStar Agreement, (the “Initial Period”) then during each year commencing upon the expiration of the Initial Period, each Founder shall be directly or indirectly employed as entitled to make a Disposition of Limited Shares representing up to an owneraggregate of ten percent (10%) of the Limited Shares held by such Founder (the “10% Allowance”), partnerprovided however that prior to the IPO, employee, consultant or in any other capacity by, and you will the aggregate of such Dispositions shall be not become a stockholder in, a surety business more than twenty five percent (25%) of the Limited Shares in the United States and Canada (aggregate. Any 10% Allowance not sold by a “Competitor”); provided, however, that Founder during any one year may be accumulated by such prohibited activity shall not include the ownership of less than 5% Founder in respect of the outstanding securities of any publicly traded corporation following year or years. (determined by vote or valuec) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction The restrictions set forth in this Section 8(c) is found by any court Article 29C shall expire upon and in connection with the IPO or on the close of competent jurisdiction to be unenforceable because it extends for too long a period business on December 31, 2005, the earlier of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceabletwo. Notwithstanding anything contained Nothing in this Agreement Article shall have any effect upon the requirement to offer any shares sold as part of the 10% Allowance to the contrary, the restriction Offerees as set forth in this Section 8(c) shall terminate on Article 29 or to receive the later of (i) the expiration consent of the Protection Period or (ii) Board of Directors to the expiration transfer of any shares to a competitor of the 12 month period following Company (which may be obtained prior to or after offering the date of your termination of employment with Surety during shares to the Protection Periodother shareholders) or upon its authority to refuse to consent to the share transfer.

Covenant Not to Compete. If you terminate employment with Surety (a) For a period of five (5) years after the Closing Date, SELLER shall not, and shall cause its Affiliates not to directly or if your employment is terminated indirectly engage in the manufacturing, sale, distribution or marketing of deodorants or anti-perspirant products intended for retail distribution channels (the "Restricted Activities") worldwide. (b) Notwithstanding the foregoing, SELLER shall not be prohibited from: (i) owning in the aggregate and solely for investment purposes not in excess of five percent (5%) of the publicly traded stock of a corporation trading on a national securities exchange or in the national over-the-counter market; (ii) consummating the transactions contemplated by Surety this Agreement; (iii) acquiring any Person, venture or business which, in the last completed fiscal year of such Person prior to such acquisition, generated less than thirty percent (30%) of its gross revenues from the Restricted Activities, so long as SELLER divests the assets engaged in the Restricted Activities or otherwise ceases the engagement of such assets in the Restricted Activities within 18 months after the consummation of such acquisition; or (iv) developing, marketing and selling feminine hygiene products under the GOLD BOND-TM- trademark, provided that such products are not under-arm deodorant or anti-perspirant products. (c) BUYER and SELLER acknowledge and agree that the restrictions contained in this Section 5.5 are fair and reasonable and necessary to accomplish the full transfer of the technology and the intangible assets contemplated hereby. If, at the time of enforcement of any provision of this Section 5.5. a court or other tribunal shall hold that the restrictions therein are unreasonable or unenforceable under circumstances then you compete with Suretyexisting, Surety may suffer irreparable harm BUYER and damageSELLER agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. (d) BUYER and SELLER agree that in the event of any breach of the provisions of this Section 5.5, money damages would be inadequate and the non-breaching party would have no adequate remedy at law. Accordingly, you hereby agree that notwithstanding anything to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or contrary contained in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States BUYER and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided SELLER agree that the Board may require you non-breaching party shall have the right, in addition to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such informationany other rights, and on such other factors as the Board may determine. If any restriction set forth in obligations under this Section 8(c) is found 5.5, to an adequate remedy for such breach not only by an action for damages but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any court violations of competent jurisdiction to be unenforceable because it extends for too long a period the provisions of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period5.5.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for (a) For a period of 12 months following six (6) years from the date of your termination of employment with SuretyClosing Date, you will GSM and Seller shall not, and shall cause their respective Subsidiaries not to, either directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business engage in the inland waterways barge transportation business of any cargo whatsoever on any navigable waterway within the continental United States States, including, but not limited to, towing, fleeting and Canada shifting of barges (a the “CompetitorCompeting Business”); provided, however, that such prohibited activity . The restrictions in this Section 5.13 shall not include the ownership prohibit any of less GSM, Seller or their respective Subsidiaries from being a passive owner of not more than 5% of the outstanding securities equity interest of any publicly traded corporation class of any Person that engages in a Competing Business. Notwithstanding the foregoing, in no event shall this Section 5.13 (determined by vote i) restrict GSM, Seller or value) regardless their respective Subsidiaries in any way from engaging in the Non-UBL Business or from performing or satisfying any obligation pursuant to any Contract to which any such Person is a party as of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada shoulddate hereof, during the term of this Agreement(ii) apply to, Surety do “substantial” business outside the United States and Canada. Upon your written requestor restrict in any way, the Board will determine in its sole discretion whether a business or operations of any Person (or its Affiliates) who acquires any of the outstanding membership interests of GSM, Seller or any of their respective Subsidiaries or any of their respective businesses, assets, properties or operations, or (iii) apply to, or restrict in any way, the business or operations of GSM, Seller or any of their respective Subsidiaries following the sale, transfer or other entity constitutes conveyance of a “Competitor” majority of the outstanding membership interests of GSM, Seller or whether Surety any of their respective Subsidiaries to any Person that is doing “substantial” business outside not an Affiliate of GSM or Seller, it being agreed that upon the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of any such determination may be conditioned on sale, transfer or conveyance, the accuracy of such information, and on such other factors as the Board may determine. If any restriction terms set forth in this Section 8(c5.13 shall terminate with respect to GSM, Seller or any such Subsidiary, as applicable. (b) is found Except as noted in this paragraph, should any provision of this Section 5.13 be held by any court of competent jurisdiction to be unenforceable because it extends or invalid for too long a period any reason, the validity of time the remaining parts, terms or over too great a range provisions of activities this Section 5.13 shall not be affected thereby and the invalid or over too broad a geographic areaunenforceable part, it term or provision shall be interpreted deemed not to extend only over the maximum period be a part of time, range of activities or geographic area as to which it may be enforceablethis Section 5.13. Notwithstanding anything contained in this Agreement to the contrary, the restriction The covenants set forth in this Section 8(c5.13 are to be reformed by such court if held to be unreasonable or unenforceable, in whole or in part, and, as written and as reformed, shall be deemed to be part of this Agreement, and each of GSM, Seller and Purchaser hereby consents to and affirmatively requests that said court reform any such covenant or promise so as to be reasonable and enforceable and that said court enforce such covenant or promise as so reformed. (c) shall terminate on Each of GSM and Seller acknowledges that the later limitations of time, geography and scope of activity agreed to in this Section 5.13 are reasonable because, among other things, Seller and Purchaser are engaged in a highly competitive industry, and this Section 5.13 provides no more protection than is necessary to protect Purchaser’s interests in the Interests. (id) the expiration The parties acknowledge that Purchaser will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the Protection Period covenants or (ii) agreements of Seller set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Purchaser upon any such violation, Purchaser shall have the expiration right to seek enforcement of the 12 month period following the date of your termination of employment with Surety during the Protection Periodsuch covenants and agreements by specific performance, injunctive relief or by any other means available to Purchaser at Law or in equity.

Covenant Not to Compete. If you terminate employment is hereby deleted and replaced in its entirety with Surety or if your employment is terminated by Surety the following: The Executive hereby covenants and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree agrees that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months two years following the date of your her termination of employment with Suretythe Employer (the “Non-Compete Period”), you will she shall not, directly or indirectly, without the prior written approval consent of the Surety’s BoardEmployer, be directly or indirectly employed as become an owner, partnerofficer, employee, consultant consultant, director or trustee of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company, or any direct or indirect subsidiary or affiliate of any such entity, that entails working within any county in which the Company or the Bank maintains an office as of the date of termination of the Executive’s employment. In addition, in the event of a breach by the Executive of any other capacity byof the provisions of this Section 14, the Employer may avail itself of such remedies that may be available to it as a result of such breach by the Executive, with such remedies to be cumulative and not mutually exclusive. During the Non-Compete Period, provided the Executive is and continues to be as of each payment date in material compliance with the Agreement as amended by this Amendment, and you will not become provided further that no amounts are payable to the Executive pursuant to either Section 9 or Section 11 of the Agreement, the Bank shall pay to the Executive a stockholder intotal of Eight Hundred Sixty-Five Thousand Two Hundred Dollars ($865,200) in installments, a surety representing 2x Executive’s Base Salary and 2x her 2009 EIP at Target. The foregoing amount shall be made in equal monthly installments of Thirty-Six Thousand Fifty Dollars during the Non-Compete Period on or about the first business in the United States and Canada (a “Competitor”)day of each month; provided, however, that such prohibited activity the monthly installments that would otherwise have been paid during the first six months following the Retirement Date shall not include be delayed and paid in a lump sum in the ownership amount of less than 5Two Hundred Fifty-Two Thousand Three Hundred Fifty Dollars together with interest thereon to the date of payment at a rate equal to 120% of the outstanding securities of any publicly traded corporation Applicable Federal Rate in effect at the Retirement Date (determined the “Rate”), on August 2, 2010 if the Executive is and continues to be in material compliance with the Agreement as amended by vote or value) regardless this Amendment. Commencing September 1, 2010, each monthly installment for the remainder of the business Non-Compete Period shall be Thirty-Six Thousand Fifty Dollars. Provided that the Executive remains employed by the Bank through the Retirement Date and is in material compliance with the Agreement as amended by this Amendment then, no later than January 31, 2010, the Bank shall pay Executive a lump sum cash payment equal to the insurance premium cost (Bank’s and Employee’s) at that time of twenty four months’ continuation of health and dental insurance coverage for Executive and her family under the Bank’s group health insurance coverage. Executive may use such funds at her discretion, and will have the right to continue to participate in the Bank’s employee medical plan, the Bank’s retiree medical coverage, COBRA or other as she desires at the time of retirement; provided she is eligible under the terms of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside plans at the United States and Canada should, during Retirement Date. In the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided event that the Board may require you Bank shall fail to provide timely make any such information as payment, which failure shall continue for more than 10 days after written notice thereof from the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement Executive to the contraryBank, then the restriction set forth in this Section 8(cBank shall pay to the Executive interest thereon (at the Rate) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following from the date of your termination any such nonpayment or payments when due, until paid, and shall be responsible for all costs and expenses, including, without limitation, reasonable attorneys’ fees, that the Executive incurs in order to collect said payments or enforce the terms hereof. The Bank acknowledges and agrees that any employment of employment with Surety the Executive during the Protection PeriodNon-Compete Period which does not otherwise violate the terms hereof shall not affect the Bank’s obligation to make (or the Executive’s right to receive) the payments and benefits hereunder.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with SuretyIn furtherance of the sale to Buyer ------------------------ of the Transferred Assets, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months five (5) years following the date of your termination of employment with SuretyClosing Date (the "Covenant Period"), you will notneither the Industries Group, so long as they are owned, directly or indirectlyindirectly by IVAX, without the prior written approval of the Surety’s Boardnor IVAX shall, be directly or indirectly employed as (other than through an owner, partner, employee, consultant entity (an "Acquired Entity") acquired by IVAX or in any other capacity by, its affiliates after the date hereof and you will during the Covenant Period which is not become a stockholder in, a surety business primarily engaged in the United States and Canada Prohibited Business (a “Competitor”as hereafter defined)), compete with Buyer, anywhere in the world, in the Business as conducted by the Industries Group prior to the Closing (the "Prohibited Business"); provided, however, that such prohibited activity nothing herein shall not include be construed to prevent the ownership of less than Industries Group from owning, as an investment, up to 5% of a class of equity securities issued by any competitor of Buyer that is publicly traded and registered under Section 12 of the outstanding securities Securities Exchange Act of 1934. In the event that the Acquired Entity is engaged in the Prohibited Business, IVAX or its affiliates as the case may be, shall (to the extent it directly or indirectly controls such Acquired Entity) within 60 days after the acquisition, offer to sell to the Buyer the assets relating exclusively to the Prohibited Business on terms and conditions and for a purchase price to be mutually agreed to by the parties (IVAX hereby agreeing to furnish or cause to be furnished, to the Buyer such access to information concerning the Prohibited Business as shall be reasonably necessary for the Buyer to respond to such offer). In the event the parties are unable to agree upon a purchase price for such assets within 60 days after the Buyer is offered to purchase such assets, then IVAX shall thereafter offer to sell such assets to the Buyer for cash in an amount equal to the fair market value of such assets (the "Appraised Value") as determined by a nationally recognized independent investment banking firm mutually selected by IVAX and the Buyer and otherwise on terms and conditions as shall be agreed to by the parties. The Buyer shall have a period of 15 days after determination of the purchase price by such investment banking firm in which to notify IVAX or its affiliates, as the case may be, of its desire to accept or decline such offer. If the Buyer declines or fails to accept such offer and thereafter IVAX or its affiliates shall, within the shorter of (i) one year after acquisition of the Prohibited Business or (ii) the remaining period under the Covenant Period, determine to sell the assets related to the Prohibited Business to any third party for a purchase price less than the Appraised Value, the Buyer shall have a right of first refusal, exercisable within 30 days, to purchase such assets on the same terms and conditions as were offered to such third party. Any sale to the Buyer of assets pursuant to this Section 5.1 shall be consummated as promptly as practicable. In the event of a breach by the Industries Group of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term provisions of this AgreementSection 5.1, Surety do “substantial” business outside the United States Buyer may, in addition to other rights and Canada. Upon your written request, the Board will determine remedies existing in its sole discretion whether a business favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside prevent any violations of the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determineprovisions hereof. If the period of time or territory of any restriction set forth in this Section 8(c) is found by 5.1 shall be adjudged unreasonable in any court of competent jurisdiction to be unenforceable because it extends for too long a proceeding, the period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over reduced by such number of months or the maximum period territory shall be reduced by the elimination of timesuch unreasonable portion thereof, range of activities or geographic area as to which it both, so that such restrictions may be enforceableenforceable for such time and in the manner adjudged to be reasonable. Notwithstanding anything contained in this Agreement to The running of the contrary, the restriction Covenant Period set forth in this Section 8(c) 5.1 shall terminate on be tolled with respect to the later Industries Group and their affiliates during the continuance of (i) any actual breach thereof, but only if the expiration Buyer notifies IVAX that it believes that such a breach is occurring and of the Protection Period or (ii) facts giving rise to such breach promptly after the expiration Buyer becomes aware of such breach and only if it is determined by agreement of the 12 month period following the date parties or by a court of your termination of employment with Surety during the Protection Periodcompetent jurisdiction that such a breach has occurred.

Covenant Not to Compete. If you terminate employment (a) The Seller has had access to and become familiar with Surety various trade secrets consisting of, but not limited to, financial statements, processes, computer programs, compilations of information, records, sales procedures, customer requirements, customer lists and other confidential information (collectively referred to as the "Trade Secrets"), which have been used in the operation of the business of the Sky Division. After the Closing Date, the Seller shall not use in any way or if your employment is terminated by Surety and then you compete with Suretydisclose any of the Trade Secrets, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months directly or indirectly. (b) Until two years following the date of your termination of employment with SuretyClosing Date (the "Non-competition Period"), you will the Seller and its Affiliates shall not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity bycapacity, and you will not become a stockholder in, a surety business in within the United States and Canada (a “Competitor”); providedCanada, howeverinvest or engage in any business that is in competition with that of the Sky Division as of the date hereof and the Closing Date. Notwithstanding the foregoing, that such prohibited activity shall not include the ownership no owner of less than 5% of the outstanding securities capital stock of any publicly traded corporation (determined shall be deemed to engage solely by vote reason of such ownership in any such business. In addition, in the event that the Seller or value) regardless any of its Affiliates acquires a business that is in competition with that of the Sky Division, then the Seller will not be in breach of this Section 7.6(b) if the Seller or such Affiliate offers to sell to the Buyer or its Affiliates such competing business and negotiates in good faith with the Buyer with respect thereto for a period of at least ninety (90) days (it being agreed that such acquisition may involve assets or businesses which are not in competition with the Sky Division, in which case such assets or businesses shall be exempt in all respects from this Section 7.6). If such transaction with respect to such competing business is not consummated between the Seller and the Buyer or their Affiliates, the Seller or its Affiliate shall use commercially reasonable efforts to dispose of such corporation; and provided further competing business within one year from the acquisition thereof. The Buyer also acknowledges that such prohibited activity shall be expanded to include a surety business outside Corporacion Durango, through one or more of its Subsidiaries, (i) operates paper mill▇ ▇▇▇ other businesses in the United States and Canada should, during the term that its engaging in any such activities shall not constitute a violation of this Agreement, Surety do “substantial” business outside Section 7.6 and (ii) currently ships products to customers in the United States and Canada. Upon your written requestthat continuing to ship products to those established customers shall not constitute a violation of this Section 7.6. (c) During the Non-competition Period, the Board will determine Seller and its Affiliates shall not, on their own behalf or on behalf of any other Person, hire or solicit or in its sole discretion whether a business any manner attempt to influence or other entity constitutes a “Competitor” induce any Active Employee to leave the employment of the Buyer, nor use or whether Surety is doing “substantial” business outside disclose to any Person any information concerning the United States names and Canada; provided addresses of such employee for such purpose. (d) The Seller agrees that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction agreements set forth in this Section 8(c) is found each constitute separate agreements independently supported by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it good and adequate consideration and shall be interpreted severable from the other provisions of, and shall survive, this Agreement. The existence of any claim or cause of action of the Seller against the Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to extend only over the maximum period enforcement by the Buyer of time, range the covenants and agreements of activities or geographic area as to which it may be enforceable. Notwithstanding anything the Seller contained in this Agreement Section. (e) The Seller acknowledges and recognizes that the enforcement of the provisions of this Section is necessary to ensure the preservation and continuity of the business and good will of the Sky Division. The Seller further agrees that due to the contrarynature of such business, the restriction noncompetition restrictions set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodare reasonable as to time and geographic area.

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree Seller agrees that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following six ----------------------- years from and after the date of your termination of employment with SuretyClosing Date, you will it shall not, directly or indirectlyindirectly through any of its Affiliates, without engage in any business that competes directly with the prior written approval Business in supplying any existing customer of the Surety’s Board, be Business or Airbus any of the commercial or C-17 products currently manufactured by the Business directly for third party customers or indirectly employed as an owner, partner, employee, consultant any natural follow-on products representing modifications or in improvements of such products for existing third party customers on current or successor programs or any other capacity by, and you will not become a stockholder in, a surety business similar products in the United States and Canada case of Airbus (a “Competitor”collectively "Competitive Activities"); provided, however, that such prohibited activity nothing herein shall not include the ownership prohibit: (i) an investment of less than 520% of the outstanding equity securities (as determined at the time of the investment) in a Person; (ii) any publicly traded corporation acquisition by Seller of another Person which is engaged in a Competitive Activity, if such Competitive Activity represents (determined A) during the first three years from and after the Closing Date, the lesser of (x) less than one-third of such Person's revenues and less than one-third of such Person's assets or (y) $300,000,000 in revenues of such Person and (B) thereafter, less than one-third of such Person's revenue and less than one-third of such Person's assets; or (iii) any such Competitive Activity by vote another Person if such Person has acquired Seller or value) regardless substantially all of its assets; provided, however, that the restrictions of this Section 6.7 shall remain applicable to Seller and its assets after such acquisition whether the business of Seller is held as a separate legal entity or a division of such corporation; acquiring Person. The provisions of this Section 6.7 shall be deemed to be a separate covenant in each country in which the Business is currently engaged in Competitive Activities. Seller acknowledges and provided further agrees that the time, scope, geographic area and other provisions of this covenant not to compete have been specifically negotiated by sophisticated parties and that such prohibited activity shall be expanded to include provisions are reasonable under the circumstances. The parties further agree that if, despite the foregoing acknowledgment, a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business court or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court tribunal of competent jurisdiction holds that any of the restrictions of this covenant not to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic areacompete are unenforceable, it shall be interpreted to extend only over the maximum period restrictions of time, range of activities scope or geographic area reasonable under the circumstances, as to which it may determined by such court or tribunal, shall be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Periodsubstituted for any such restrictions held unenforceable.