Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. (a) Subject to the provisions of Section 6(c) below, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Control.

Covenant Not to Compete. I agree that during the course of my employment and for a period of twelve (a12) Subject to months immediately following the provisions termination of Section 6(c) belowmy relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company: (i) serve as a partner, he will not solicitprincipal, recruit or hirelicensor, or assist any personlicensee, or entity in the solicitationemployee, recruitment or hiring of any person engaged by the Company as an employeeconsultant, officer, director director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or consultant; and otherwise for (cexcept for passive ownership of one percent (1%) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment or less of any cash severance compensation entity whose securities have been registered under the Securities Act of 1933, as amended, or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation Section 12 of the provisions Securities Exchange Act of 1934, as amended); (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of; or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate myself with, any business whose business, products or operations are in any respect involved in the Covered Business. For purposes of this Agreement, refuses “Covered Business” shall mean any business in which the Company is engaged or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts which the Company has plans to be paid by engaged, or any service that the Company hereunderprovides or has plans to provide. The foregoing covenant shall cover my activities in every part of the Territory. For purposes of this Agreement, “Territory” shall mean: (i) all counties in the State of Texas; (ii) all other states of the United States of America in which the Company provided goods or services, had customers, or if there has been a “Change otherwise conducted business at any time during the two-year period prior to the date of Control,” as defined in the termination of my relationship with the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) ; and (biii) above shall have no further force any other countries from which the Company maintains non-trivial operations or facilities, provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company. Should I obtain other employment during my employment with the Company or within twelve (12) months immediately following the termination of my relationship with the Company, I agree to provide written notification to the Company as to the name and effect after address of my new employer, the position that I expect to hold, and a general description of my duties and responsibilities, at least three (3) business days prior to starting such failure to pay or Change of Controlemployment.

Covenant Not to Compete. 9.1 During Employee’s employment with B▇▇▇▇ Shoe and/or any Business Unit and for a period of two (a2) Subject to years after the provisions of Section 6(c) belowTermination Date (collectively, without the express prior written consent of the Corporate Governance Committee of the Board“Restricted Period”), Employee will not serve as an employeenot, officerdirectly or indirectly, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in on Employee’s own behalf or on behalf of any personother Person (whether as owner, firmpartner, corporationconsultant, association employee or other entity whose activities directly compete otherwise): (a) provide any executive, managerial, supervisory, and/or consulting services with respect to the activities of footwear industry and/or the Company then existing (during all periods of Employee’s employment by footwear business in the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working United States for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Companyany Competitor; (b) Subject to hold any executive, managerial and/or supervisory position with any Competitor in the provisions of United States; (c) of this section, without assist any Competitor in competing against B▇▇▇▇ Shoe and/or any Business Unit for which Employee performs or performed substantial work and/or has or had access to Confidential Information (each a “Relevant Business Unit”) (i) in the express prior written consent of United States and/or (ii) in any other country in which B▇▇▇▇ Shoe and/or any Relevant Business Unit is doing business in the one year immediately preceding the Termination Date (each a “Foreign Country”) if Employee had access to Confidential Information regarding the Company’s business in such Foreign Country; (d) engage in any research, he will not solicitdevelopment and/or planning activities or efforts for a Competitor, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company whether as an employee, officerconsultant, director independent contractor or consultant; andotherwise, to assist the Competitor in competing (i) in the footwear industry in the United States or (ii) in any Foreign Country if Employee had access to Confidential Information regarding the Company’s business in such Foreign Country; (ce) Employeecause or attempt to cause any Customer to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with B▇▇▇▇ Shoe and/or any Relevant Business Unit; (f) assist any Competitor in connection with any plan, effort, activity or undertaking to cause or attempt to cause any Customer to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with B▇▇▇▇ Shoe and/or any Relevant Business Unit; (g) cause or attempt to cause any footwear supplier or manufacturer of B▇▇▇▇ Shoe and/or any Relevant Business Unit to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with B▇▇▇▇ Shoe and/or any Relevant Business Unit; (h) assist any Competitor in connection with any plan, effort, activity or undertaking to cause or attempt to cause any footwear supplier or manufacturer of B▇▇▇▇ Shoe and/or any Relevant Business Unit to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with B▇▇▇▇ Shoe and/or any Relevant Business Unit; and/or (i) solicit, entice, employ or seek to employ, in the footwear industry, any executive, managerial and/or supervisory employee of, or any consultant or advisor to, B▇▇▇▇ Shoe and/or any Relevant Business Unit. 9.2 Employee recognizes and agrees that the restraints contained in Section 9.1 are reasonable and should be fully enforceable in view of, among other things, the high level positions Employee has had with B▇▇▇▇ Shoe and/or any Relevant Business Unit(s), the national and international nature of both the Company’s obligations under Sections 6(acollective business and competition in the footwear industry, and the legitimate interests of the Company in protecting its confidential, proprietary and trade secret information (“Confidential Information”) and (b) above shall continue in force during all periods of Employee’s employment their respective customer goodwill and relationships. Employee specifically hereby acknowledges and confirms that Employee is willing and intends to, and will, abide fully by the Company, and after termination terms of employment Section 9.1. Employee further agrees that the Company would not have adequate protection if Employee were permitted to work for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, its competitors in violation of the provisions terms of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by Agreement since the Company hereunderwould, among other things, be unable to verify whether (i) its Confidential Information was being disclosed and/or misused, and/or (ii) Employee was involved in diverting or if there has been a “Change of Control,” as defined in helping to divert the Company’s Change customers and/or customer goodwill. 9.3 Employee agrees to disclose, during the Restricted Period, the terms of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time this Section 9 to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlany potential future employer.

Covenant Not to Compete. (a) Subject to During the provisions Employee's service hereunder and for a period of Section 6(ceighteen (18) belowmonths thereafter, without the express prior written consent regardless of the Corporate Governance Committee reason or method of termination, the Employee will not, directly or indirectly, for the Employee's own benefit or the benefit of any other person or entity: (i) solicit in any manner, seek to obtain, or service the business of any customer of the BoardCompany, Employee will not other than for the Company; (ii) become an owner of any business, if such business competes with the Company; (iii) become employed by or serve as an employeeagent, officer, director independent contractor or consultantrepresentative of any business which competes with the Company; (iv) solicit the employment of or hire any employee of the Company, or encourage any employee to terminate his or her employment with the Company; or (v) prepare in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly manner to compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;. (b) Subject For purposes of this Agreement, a "customer" shall be deemed to be any person, business, partnership, proprietorship, firm, organization or corporation which has done business with the Company or which has been solicited or serviced in any manner, directly or indirectly, by the Company within eighteen (18) months prior to the provisions date of (c) the termination of this sectionthe Employee, without and the express prior written consent phrase "service the business of any customer" means the development, modification, enhancement or improvement of any product or service offered by the Company or which is reasonably related to the products or services offered by the Company. The Employee hereby acknowledges that, by virtue of the Employee's position and access to information, the Employee will have advantageous familiarity and personal contacts with the Company's customers, wherever located, and that the restrictions contemplated hereby are reasonable for the protection of the Company's goodwill and customer base, he will not solicit, recruit or hire, or assist any person, or entity and the Company's efforts in the solicitation, recruitment or hiring development of any person engaged by the Company as an employee, officer, director or consultant; andsuch customers. (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by If the Company, and after termination of employment for a period ending Employee does not comply with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this AgreementSection 7, refuses or failsthe eighteen (18) month period of non-competition provided herein shall be tolled and deemed not to run during any period(s) of noncompliance, within 60 days after written demand from Employee the intention of the parties being to provide eighteen (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid 18) full months of non-competition by the Company hereunder, Employee after the termination or if there has been a “Change expiration of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlthis Agreement.

Covenant Not to Compete. (a) Subject to The Executive acknowledges that, as a key management employee, the provisions of Section 6(c) belowExecutive will be involved, without on a high level, in the express prior written consent development, implementation and management of the Corporate Governance Committee Company’s strategies and plans, including those that involve the Company’s finances, research, marketing, planning, operations, industrial relations and acquisitions, and that he will have access to Confidential Information, as defined in Section 11. By virtue of the BoardExecutive’s unique and sensitive position and special background, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) employment of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities Executive by a competitor of the Company then existing (represents a serious competitive danger to the Company, and the use of the Executive’s talent and knowledge and information about the Company’s business, strategies and plans can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, the Executive covenants and agrees that at all times during all periods of Employeethe Executive’s employment by the Company)Company and, or contemplated if the Executive’s employment is terminated (as i) by the Company in breach of the date he last worked on the Company’s behalf this Agreement, (ii) pursuant to this Agreement)an event constituting Good Reason or (iii) under any other circumstances, as applicablethen, for a period of two years in those portions or areas the case of oil clauses (i) and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (cii) of this sectionsentence, without and for a period of one year in the express prior written consent case of clause (iii) of this sentence after the Date of Termination (such period, together with the period of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of EmployeeExecutive’s employment by the Company, and after termination the “Non-Compete Period”), the Executive will not engage or be engaged, in any capacity, directly or indirectly, including but not limited to, as an employee, agent, consultant, manager, executive, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any enterprise) in any business entity anywhere in North America that is engaged in direct competition with any business of employment the Company on the Date of Termination that had revenues of ten percent (10%) or more of the Company’s consolidated revenues for the four most recently completed fiscal quarters (a period ending with business meeting this requirement shall be referred to as a “Competitor”). If any court of competent jurisdiction determines that the date covenant not to compete contained in this Section 10, or any part hereof, is unenforceable, such court shall have the power to reduce the duration or scope of final payment of such provision, or make any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employmentchanges, provided that if such changes are as close to the Companyterms hereof as possible and, in violation of the provisions of this Agreementits reduced form, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to such provision shall then be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlenforceable.

Covenant Not to Compete. (a) Subject The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the provisions of Section 6(cCompany, its business, its customers and the industry in which it competes, (ii) belowthe Company's business, without the express prior written consent in large part, depends upon its exclusive possession and use of the Corporate Governance Committee Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Board, Proprietary Information or the training and knowledge received by the Employee will not serve as an employee, officer, director or consultant, or and (iv) he has received in any other similar capacity or make investments (other than open market investments this Agreement good and valuable consideration for the covenants he is making in no more than five percent (5%) of this Section 6 and in Section 27. The Company and the outstanding stock of any publicly traded company) Employee acknowledge and agree that the covenants contained in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with this Section 6 and in Section 27 are reasonably necessary for the activities protection of the Company then existing (during all periods and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of Employee’s employment the covenants are to protect the Company from unfair competition by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;Employee. (b) Subject Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the provisions of Company under this Agreement and for eighteen (c18) of this sectionmonths thereafter, the Employee shall not, without the express prior written consent of the Company, he will own, manage, operate, control, serve as an officer, director, 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 competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not solicitapply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, recruit unless the Employee is terminated in accordance with Section 7 or hirefor Cause in accordance with Subsection 9.1(a) or 9.2(a), or assist any person, (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or entity on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the solicitationevent that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, recruitment geographical area or hiring scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any person engaged such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as an employeethe result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, officerat the election of the Company and in addition to, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue not in force during all periods of Employee’s employment by lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, and after termination of employment for a period ending with that the date of final payment of Company shall be entitled to an injunction restraining Employee from breaching any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the terms or provisions of this Agreement, refuses Section 6 or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of ControlSection 27.

Covenant Not to Compete. I agree that during the course of my employment and for a period of twelve (a12) Subject to months immediately following the provisions termination of Section 6(c) belowmy relationship with the Company, whether I resign voluntarily or am terminated by the Company involuntarily, I will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicitwhether paid or not: (i) serve as a partner, recruit or hireprincipal, or assist any personlicensor, or entity in the solicitationlicensee, recruitment or hiring of any person engaged by the Company as an employee, consultant, officer, director director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or consultant; and otherwise for, (cii) Employee’s obligations under Sections 6(adirectly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) and (b) above shall continue build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in force during all periods of Employee’s employment or affiliate myself with, any business whose business, products or operations are in any respect involved in the Covered Business, except as provided by law. For the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions purposes of this Agreement, refuses “Covered Business” shall mean any business in which the Company is engaged or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts which the Company has plans to be paid by engaged, or any service that the Company hereunderprovides or has plans to provide. The foregoing covenant shall cover my activities in every part of the Territory. “Territory” shall mean (i) all counties in the state or commonwealth in which I work for the Company at the commencement of my employment; (ii) all other states of the United States of America in which the Company provided goods or services, had customers, or if there has been a “Change otherwise conducted business at any time during the two-year period prior to the date of Control,” as defined in the termination of my relationship with the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) ; and (biii) above shall have no further force and effect after such failure any other countries from which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to pay or Change the date of Controlthe termination of my relationship with the Company.

Covenant Not to Compete. A. Employee hereby covenants and agrees that during the Term and for a period of two (a2) Subject to years immediately following the provisions termination of Section 6(c) belowEmployee’s relationship with the Company for any reason (whether with or without cause, without at the express prior written consent option either of the Corporate Governance Committee of the BoardCompany or Employee, with or without notice), Employee will not without the Company’s prior written consent, either directly or indirectly, (i) serve in any capacity that could require Employee to use any of the Confidential Information, goodwill or training that Employee received or had access to during Employee’s employment with the Company, including, as an advisor, agent, supervisor, consultant, contractor, director, employee, officer, director partner, proprietor or consultantotherwise of, (ii) have any ownership interest in (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended) or (iii) participate in the organization, financing, operation, management or control of, any business in competition with the Company’s business as conducted by the Company during the course of Employee’s employment with the Company (including any customer of the Company). The foregoing covenant shall cover Employee’s activities in every part of the Territory (as defined herein). “Territory” shall mean (i) all counties in the State of Texas, (ii) all other similar capacity or make investments states of the United States of America and (iii) all other than open market investments in no more than countries of the world; provided that, with respect to clauses (ii) and (iii), the Company either (1) derives at least five percent (5%) of its gross revenues from such geographic area prior to the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities date of the Company then existing (during all periods termination of Employee’s employment by relationship with the Company), Company or contemplated (as 2) has active plans for the introduction of such product or services in such geographic area within six (6) months of the date he last worked on of the termination of Employee’s relationship with the Company. Employee stipulates that the foregoing is a reasonable geographic area because of the scope of the Company’s behalf pursuant operations and Employee’s activities, and that this paragraph creates a narrowly tailored advance approval requirement in order to avoid unfair competition and irreparable harm to Company and is not intended or to be construed as a general restraint from engaging in a lawful profession or a general covenant against competition. Further, Employee hereby agrees that Employee may not avoid the purpose and intent of this Agreement)paragraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, as applicablewritten correspondence, in those portions computer generated or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or withassisted communications, or assisting, such competitor with activities that are the same as or other similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlmethods.

Covenant Not to Compete. Employee acknowledges that by virtue of his employment with the Company, he shall have access to and control of confidential and proprietary information concerning the Company’s business and that the Company’s business depends, to a considerable extent, on the individual’s skills, efforts, and leadership of Employee. Accordingly, and in consideration of the Company’s commitments to Employee under this Agreement, Employee expressly covenants and agrees that for the two (a2) Subject to year period following his Separation from Service with the provisions Company (regardless of Section 6(cthe circumstances of such separation) belowEmployee will not, without the express prior written consent of the Corporate Governance Committee of the BoardCompany: (A) on Employee’s own or another’s behalf, Employee will not serve whether as an officer, director, stockholder, partner, associate, owner, employee, officer, director or consultant, or otherwise, directly or indirectly: (i) within the geographical areas set forth below, solicit or do business which is the same, similar to, or otherwise in any other similar capacity competition with the business engaged in by the Company from or make investments (other than open market investments in no more than five percent (5%) with persons or entities who are customers of the outstanding stock of any publicly traded company) in or on behalf of any personCompany, firm, corporation, association or other entity whose activities directly compete with the activities who were customers of the Company then existing (at any time during all periods the last year of Employee’s employment with the Company or to whom the Company had made proposals for business at any time during the last year of Employee’s employment with the Company; or (ii) offer employment to, or otherwise solicit for employment, any employee or other person who had been employed by the Company during the last year of Employee’s employment with the Company). (B) within the geographical area set forth below, be employed (or otherwise engaged) in a management capacity, other capacity providing the same or similar services which Employee provided to the Company, or contemplated any capacity connected with competitive business activities by any person or entity that engages in the same, similar, or otherwise competitive business as the Company; (as of the date he last worked on C) directly or indirectly take action which is primarily intended to be materially detrimental to the Company’s behalf pursuant goodwill, name, business relations, prospects, and operations. (D) the restrictions set forth in this Paragraph 13 apply to this Agreement)the following geographical areas: (i) Research Triangle Park, as applicableNorth Carolina; (ii) any city, metropolitan area, county (or similar political subdivisions in those portions or areas of oil and gas basins foreign countries) in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or withlocated, or assistingdoes, such competitor or during Employee’s employment with activities that are the same as or similar to activities Employee performed on behalf of the Company, did business; (biii) Subject to the provisions of any city, metropolitan area, county (cor similar political subdivisions in foreign countries) of this sectionin which Employee’s substantial services were provided, without the express prior written consent of or for which Employee had substantial responsibility, or in which Employee performed substantial work on the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment projects while employed by the Company. Employee acknowledges that the covenants contained in this Paragraph 13 are reasonably necessary to protect the legitimate business interests of the Company and are reasonable with respect to scope, time, and after termination of employment for a period ending territory and are described with sufficient accuracy and definiteness to enable him to understand the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation scope of the provisions restrictions imposed upon him. If any of this Agreementthe provisions, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunderclauses, or if there has been phrases in this Paragraph 13 are held unenforceable by a “Change court of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to timecompetent jurisdiction, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after parties desire that any such failure provision, clause or phrase be “blue-penciled” or rewritten by the court to pay or Change of Controlthe extent necessary to render it enforceable.

Covenant Not to Compete. (a) Subject to During the provisions period commencing on the date hereof and continuing until the expiration of Section 6(cone (1) belowyear from the date on which ▇▇. ▇▇▇▇▇▇▇▇▇’▇ employment with the Company terminates (the “Restricted Period”), ▇▇. ▇▇▇▇▇▇▇▇▇ shall not, without the express prior written consent of the Corporate Governance Committee Company, which consent the Company may grant or withhold in its sole discretion, directly or indirectly, for his own account or the account of others, in any geographic areas in which ▇▇. ▇▇▇▇▇▇▇▇▇ provided services to the BoardCompany, Employee will not serve or about which ▇▇. ▇▇▇▇▇▇▇▇▇ obtained Proprietary Information, during the last two years of his employment by the Company, as an employee, consultant, partner, officer, director or consultant, or in any other similar capacity or make investments stockholder (other than open market investments in no more 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) engage in the importing, production, marketing, sale or distribution to distributors of any publicly traded company) in beer, malt beverage, hard cider or on behalf of product produced by the Company at any person, firm, corporation, association or other entity whose activities directly compete with the activities time during ▇▇. ▇▇▇▇▇▇▇▇▇’▇ tenure as an employee of the Company then existing (i) which is either produced outside of the United States and imported into the United States or produced within the United States and (ii) which has a wholesale price within twenty-five percent (25%) of the wholesale price of any of the Company’s products, including but not limited to products marketed under the trade names ▇▇▇▇▇▇ ▇▇▇▇▇, TWISTED TEA, ANGRY ORCHARD, TRULY, DOGFISH HEAD and such other trade names as the Company may use to market its products during all periods of Employee’s ▇▇. ▇▇▇▇▇▇▇▇▇’▇ employment with the Company. ▇▇. ▇▇▇▇▇▇▇▇▇ acknowledges that he has read and understands this provision, and that he has agreed to it knowingly and voluntarily, in order to obtain the benefits provided to ▇▇. ▇▇▇▇▇▇▇▇▇ by the Company). Notwithstanding the foregoing, in the event that you breach your fiduciary duty to the Company, and/or you have unlawfully taken, physically or contemplated electronically, property belonging to the Company, the Restricted Period shall be twenty-four (as of 24) months from the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such your employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;termination. (b) Subject to Notwithstanding the provisions of paragraph (ca) above, ▇▇. ▇▇▇▇▇▇▇▇▇ shall not be restricted from exercising his rights under the License. For the avoidance of doubt, even after the termination of this sectionAgreement pursuant to Section 6 or otherwise, without ▇▇. ▇▇▇▇▇▇▇▇▇ will not be restricted from manufacturing, distributing, selling, marketing or otherwise exploiting the express prior written consent Dogfish Head brand outside of the United States and Canada, even if such activities constitute competition with the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and. (c) Employee’s obligations under Sections 6(a) and The provisions of paragraph (ba) above shall continue also not restrict the right of ▇▇. ▇▇▇▇▇▇▇▇▇ to manufacture and distribute Dogfish Head brand family products in force during the United States and Canada, in competition with products in the ▇▇▇▇▇▇ ▇▇▇▇▇ brand family, if ▇▇. ▇▇▇▇▇▇▇▇▇ resigns from the Company and from the Board and reacquires all periods rights to the Dogfish Head brand family, in connection with a Change of Employee’s employment by Control of Parent prior to the Company, expiration of twenty-four (24) months from and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Control.

Covenant Not to Compete. 9.1 During Employee’s employment with ▇▇▇▇▇ Shoe and/or any Business Unit and for a period of two (a2) Subject to years after the provisions of Section 6(c) belowTermination Date (collectively, without the express prior written consent of the Corporate Governance Committee of the Board“Restricted Period”), Employee will not serve as an employeenot, officerdirectly or indirectly, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in on Employee’s own behalf or on behalf of any personother Person (whether as owner, firmpartner, corporationconsultant, association employee or other entity whose activities directly compete otherwise): (a) provide any executive, managerial, supervisory, and/or consulting services with respect to the activities of footwear industry and/or the Company then existing (during all periods of Employee’s employment by footwear business in the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working United States for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Companyany Competitor; (b) Subject to hold any executive, managerial and/or supervisory position with any Competitor in the provisions of United States; (c) of this section, without assist any Competitor in competing against ▇▇▇▇▇ Shoe and/or any Business Unit for which Employee performs or performed substantial work and/or has or had access to Confidential Information (each a “Relevant Business Unit”) (i) in the express prior written consent of United States and/or (ii) in any other country in which ▇▇▇▇▇ Shoe and/or any Relevant Business Unit is doing business in the one year immediately preceding the Termination Date (each a “Foreign Country”) if Employee had access to Confidential Information regarding the Company’s business in such Foreign Country; (d) engage in any research, he will not solicitdevelopment and/or planning activities or efforts for a Competitor, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company whether as an employee, officerconsultant, director independent contractor or consultant; andotherwise, to assist the Competitor in competing (i) in the footwear industry in the United States or (ii) in any Foreign Country if Employee had access to Confidential Information regarding the Company’s business in such Foreign Country; (ce) Employeecause or attempt to cause any Customer to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with ▇▇▇▇▇ Shoe and/or any Relevant Business Unit; (f) assist any Competitor in connection with any plan, effort, activity or undertaking to cause or attempt to cause any Customer to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with ▇▇▇▇▇ Shoe and/or any Relevant Business Unit; (g) cause or attempt to cause any footwear supplier or manufacturer of ▇▇▇▇▇ Shoe and/or any Relevant Business Unit to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with ▇▇▇▇▇ Shoe and/or any Relevant Business Unit; (h) assist any Competitor in connection with any plan, effort, activity or undertaking to cause or attempt to cause any footwear supplier or manufacturer of ▇▇▇▇▇ Shoe and/or any Relevant Business Unit to divert, terminate, limit, modify or fail to enter into any existing or potential relationship with ▇▇▇▇▇ Shoe and/or any Relevant Business Unit; and/or (i) solicit, entice, employ or seek to employ, in the footwear industry, any executive, managerial and/or supervisory employee of, or any consultant or advisor to, ▇▇▇▇▇ Shoe and/or any Relevant Business Unit. 9.2 Employee recognizes and agrees that the restraints contained in Section 9.1 are reasonable and should be fully enforceable in view of, among other things, the high level positions Employee has had with ▇▇▇▇▇ Shoe and/or any Relevant Business Unit(s), the national and international nature of both the Company’s obligations under Sections 6(acollective business and competition in the footwear industry, and the legitimate interests of the Company in protecting its confidential, proprietary and trade secret information (“Confidential Information”) and (b) above shall continue in force during all periods of Employee’s employment their respective customer goodwill and relationships. Employee specifically hereby acknowledges and confirms that Employee is willing and intends to, and will, abide fully by the Company, and after termination terms of employment Section 9.1. Employee further agrees that the Company would not have adequate protection if Employee were permitted to work for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, its competitors in violation of the provisions terms of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by Agreement since the Company hereunderwould, among other things, be unable to verify whether (i) its Confidential Information was being disclosed and/or misused, and/or (ii) Employee was involved in diverting or if there has been a “Change of Control,” as defined in helping to divert the Company’s Change customers and/or customer goodwill. 9.3 Employee agrees to disclose, during the Restricted Period, the terms of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time this Section 9 to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlany potential future employer.

Covenant Not to Compete. (a) Subject to At all times during the provisions of Section 6(c) below, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), Company or contemplated (as any of its subsidiaries and for one year following termination of the date he last worked on Employee’s employment, the Company’s behalf pursuant to this Agreement)Employee shall not, as applicable, in those portions or areas of oil and gas basins in which unless acting with the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicitdirectly or indirectly (i) own, recruit manage, operate, finance, join, control or hireparticipate in the ownership, management, operation, financing or control of, or assist any personbe associated as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or entity use or permit his name to be used in the solicitationconnection with, recruitment any profit or hiring of not-for-profit business or enterprise which at any person engaged time during such period designs, manufactures, assembles, sells, distributes or provides products (or related services) in competition with those designed, manufactured, assembled, sold, distributed or provided, or under active development, by the Company as an employee(including all future developments in and improvements on such products and services) in any part of the world; (ii) offer or provide employment to, officerinterfere with or attempt to entice away from the Company, director either on a full-time or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment part-time or consulting basis, any person who then currently is, or who within one year prior thereto had been, employed by the Company; or (iii) directly or indirectly, and after termination solicit the business of, or do business with, any customer, supplier, or prospective customer or supplier of employment the Company with whom the Employee had direct or indirect contact or about whom the Employee may have acquired any knowledge while employed by the Company; provided, however, that this provision shall not be construed to prohibit the ownership by the Employee of not more than 2% of any class of securities of any corporation which is engaged in any of the foregoing businesses that has a class of securities registered pursuant to the Securities Exchange Act of 1934. If the Employee’s spouse engages in any of the restricted activities set forth in the preceding sentence, the Employee shall be deemed to have indirectly engaged in such activities in violation of this covenant. This provision shall be extended at the option of the Company, for a period ending with of time equal to all periods during which the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, is in violation of the provisions of this Agreementforegoing covenant not to compete and to extend the covenant not to compete to run from the date any injunction may be issued against the Employee, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith)should that occur, to pay Employee amounts enable the Company to be paid receive the full benefit of the covenant not to compete agreed to herein by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of ControlEmployee.

Covenant Not to Compete. (a) Subject to The Employee acknowledges that (i) as a result of his position with the provisions of Section 6(cCompany he will receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) belowthe Company's business, without the express prior written consent in large part, depends upon its exclusive possession and use of the Corporate Governance Committee Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Board, Proprietary Information or the training and knowledge received by the Employee will not serve as an employee, officer, director or consultant, or and (iv) he has received in any other similar capacity or make investments (other than open market investments this Agreement good and valuable consideration for the covenants he is making in no more than five percent (5%) of this Section 6 and in Section 27. The Company and the outstanding stock of any publicly traded company) Employee acknowledge and agree that the covenants contained in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with this Section 6 and in Section 27 are reasonably necessary for the activities protection of the Company then existing (during all periods and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of Employee’s employment the covenants are to protect the Company from unfair competition by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;Employee. (b) Subject Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the provisions of Company under this Agreement and for eighteen (c18) of this sectionmonths thereafter, the Employee shall not, without the express prior written consent of the Company, he will own, manage, operate, control, serve as an officer, director, 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 competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not solicitapply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, recruit unless the Employee is terminated in accordance with Section 7 or hirefor Cause in accordance with Subsection 9.1(a) or 9.2(a), or assist any person, (ii) at the election of the Employee prior to the Triggering Date after the occurrence of an Event of Default which has not been waived in writing or entity on or after the Triggering Date for Good Reason. (c) The Company and the Employee hereby agree that in the solicitationevent that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, recruitment geographical area or hiring scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any person engaged such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as an employeethe result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, officerat the election of the Company and in addition to, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue not in force during all periods of Employee’s employment by lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, and after termination of employment for a period ending with that the date of final payment of Company shall be entitled to an injunction restraining Employee from breaching any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the terms or provisions of this Agreement, refuses Section 6 or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of ControlSection 27.

Covenant Not to Compete. (a) Subject to I acknowledge and agree that the provisions Company is engaged in a highly competitive business and that by virtue of Section 6(c) belowthe position in which I am employed, my engaging in any business, which is directly competitive with the Company, will cause it great and irreparable harm. Consequently, I covenant and agree that so long as I am employed by the Company and for a period of one year after the termination of my employment with the Company, whether such termination is voluntary or involuntary, I shall not, without the express prior written consent of the Corporate Governance Committee Board of the BoardCompany, Employee compete with the Company or with respect to any products or services of the Company (including planned products and/or technology being developed for products or services) for which I had any research, development, manufacturing, marketing, sales, service, reimbursement or clinical responsibility as of the date of my termination (collectively referred to as the “Restricted Products”). My agreement not to compete shall apply to all geographic areas in which the Company markets or plans to market the Restricted Products at the time of my termination. (b) For purposes of this paragraph only, I will be deemed to compete with the Company, if alone or together with any other person or entity, directly or indirectly, I engage in research, development, manufacturing, marketing, sales, service or clinical education activity with respect to any product (or technology) that resembles, is comparable to, or functions in essentially the same manner as (or is being developed to do so), any of the Restricted Products (such activities constituting “Competitive Activity”). (c) I shall not serve as financially support in any manner, or be a proprietor, a director, an officer, an employee, officeran agent, director or consultanta partner, or in any other similar capacity or make investments a shareholder (other than open market investments in no more ownership of less than five percent two (52%) percent of the outstanding stock voting securities of any publicly entity whose voting securities are traded companyon a securities exchange; provided that any of the other restrictions contained in this sentence are not applicable) in or on behalf of a lender to, or otherwise promote, any business, enterprise, person, firm, corporation, partnership, association or other entity whose activities directly compete that engages in a Competitive Activity with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant with respect to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;Restricted Products. (bd) Subject In connection with my agreement not to the provisions compete, I also agree that if I accept employment with an organization that engages in Competitive Activity within one year or less after termination of (c) of this section, without the express prior written consent of my employment with the Company, he both I and the organization will provide to the Company prior to the commencement of my employment with the organization assurances satisfactory to the Company that I will not solicit, recruit or hire, or assist render any person, or entity in services to the solicitation, recruitment or hiring of organization that would cause me to violate any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions provision of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlagreement.

Covenant Not to Compete. (a) Subject to During the provisions period commencing on the date hereof and continuing until the expiration of Section 6(cone (1) belowyear from the date on which ▇▇. ▇▇▇▇▇▇▇▇▇’▇ employment with the Company terminates (the “Restricted Period”), ▇▇. ▇▇▇▇▇▇▇▇▇ shall not, without the express prior written consent of the Corporate Governance Committee Company, which consent the Company may grant or withhold in its sole discretion, directly or indirectly, for her own account or the account of others, in any geographic areas in which ▇▇. ▇▇▇▇▇▇▇▇▇ provided services to the BoardCompany, Employee will not serve or about which ▇▇. ▇▇▇▇▇▇▇▇▇ obtained Proprietary Information, during the last two years of her employment by the Company, as an employee, consultant, partner, officer, director or consultant, or in any other similar capacity or make investments stockholder (other than open market investments in no more 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) engage in the importing, production, marketing, sale or distribution to distributors of any publicly traded company) in beer, malt beverage, hard cider or on behalf of product produced by the Company at any person, firm, corporation, association or other entity whose activities directly compete with the activities time during ▇▇. ▇▇▇▇▇▇▇▇▇’▇ tenure as an employee of the Company then existing (i) which is either produced outside of the United States and imported into the United States or produced within the United States and (ii) which has a wholesale price within twenty-five percent (25%) of the wholesale price of any of the Company’s products, including but not limited to products marketed under the trade names ▇▇▇▇▇▇ ▇▇▇▇▇, TWISTED TEA, ANGRY ORCHARD, TRULY, DOGFISH HEAD and such other trade names as the Company may use to market its products during all periods of Employee’s ▇▇. ▇▇▇▇▇▇▇▇▇’▇ employment with the Company. ▇▇. ▇▇▇▇▇▇▇▇▇ acknowledges that she has read and understands this provision, and that she has agreed to it knowingly and voluntarily, in order to obtain the benefits provided to ▇▇. ▇▇▇▇▇▇▇▇▇ by the Company). Notwithstanding the foregoing, in the event that you breach your fiduciary duty to the Company, and/or you have unlawfully taken, physically or contemplated electronically, property belonging to the Company, the Restricted Period shall be twenty-four (as of 24) months from the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such your employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;termination. (b) Subject to Notwithstanding the provisions of paragraph (ca) above, ▇▇. ▇▇▇▇▇▇▇▇▇ shall not be restricted from pursuing the exploitation of the international production and distribution of the Dogfish Head brand family, in accordance with the License Agreement entered into between one of her affiliates and Dogfish Head Marketing LLC on May 8, 2019 (the “License”). For the avoidance of doubt, even after the termination of this sectionAgreement pursuant to Section 6 or otherwise, without ▇▇. ▇▇▇▇▇▇▇▇▇ will not be restricted from manufacturing, distributing, selling, marketing or otherwise exploiting the express prior written consent Dogfish Head brand outside of the United States and Canada, even if such activities constitute competition with the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and. (c) Employee’s obligations under Sections 6(a) and The provisions of paragraph (ba) above shall continue also not restrict the right of ▇▇. ▇▇▇▇▇▇▇▇▇ to participate in force during the manufacture and distribution of Dogfish Head brand family products in the United States and Canada, in competition with products in the ▇▇▇▇▇▇ ▇▇▇▇▇ brand family, if ▇▇. ▇▇▇▇▇▇▇▇▇ resigns from the Company and her husband, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ III (“▇▇. ▇▇▇▇▇▇▇▇▇”) reacquires all periods rights to the Dogfish Head brand family, in connection with a Change of Employee’s employment by Control of Parent prior to the Company, expiration of twenty-four (24) months from and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Control.

Covenant Not to Compete. (a) Subject In order to assist me in the provisions performance of Section 6(c) belowmy duties, without the express prior written consent Company agrees to provide me with certain Proprietary Information belonging to Company, to which I previously did not have access, and which I promise not to disclose, as further specified in paragraph 3 above. In consideration of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant provision to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) me of this sectioncertain Proprietary Information, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) I agree that during my employment and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with of [ ] months after the date of final payment of that my employment is terminated (collectively the “Covenant Period”), for any cash severance compensation reason or other post-employment cash compensationno reason, paid to Employee after the Term of Employment, provided that if the CompanyI will not, in violation any part of the provisions Territory (as defined below) perform the same or similar job duties, responsibilities, and services that I have performed, am currently performing, or will in the future perform for the Company during my employment (“Company Services”) for any Competitor (as defined below). For the purposes of this Agreement, refuses Territory is defined as the territory within 150 miles of (x) any ice manufacturing facility or fails, within 60 days after written demand from Employee (unless an arbitral ice manufacturing equipment owned or court proceeding is being pursued in good faith), to pay Employee amounts to be paid operated by the Company hereunderor its Subsidiaries or acquired by the Company after the date hereof or (y) any facility, company or territory being actively evaluated by the Company during the Term, which active evaluation I had actual knowledge of, as a likely acquisition or expansion opportunity within the twelve (12) months preceding the termination of my employment. For the purposes of this Agreement, a Competitor is defined as any business which directly competes with the Company in the ice business. I further agree that during the Covenant Period, I will not own, manage, operate, control, or if there has been a “Change of Control,” as defined participate in the Company’s Change ownership, management, operation or control of Control Severance Plan dated November 4any Competitor located within the Territory. Notwithstanding the foregoing, 2008 (“COC Severance Plan”)this Section 12.1 shall not preclude me from investing my personal assets in the securities of any corporation or other business entity which is a Competitor if such securities are traded on a national stock exchange, as through an automated inter-dealer quotation system or in the over-the-counter-market and if such definition therein may be modified by duly adopted amendments thereto from time to investment does not result in my beneficially owning, at any time, then more than 1% of the provisions class of Sections 6(a) and (b) above shall have no further force and effect after publicly-traded equity securities of such failure to pay or Change of ControlCompetitor.

Covenant Not to Compete. In view of the fulfillment of Executive's obligations hereunder and (ai) Subject the unique and valuable services it is expected Executive will render to the Corporation, (ii) Executive's knowledge of the clients, trade secrets, and other proprietary information relating to the business of the Corporation and its customers and suppliers, and (iii) similar knowledge Executive has regarding the Corporation, and in consideration of the compensation to be received hereunder and as a condition to the performance by Corporation of its obligations under this Agreement, Executive agrees that if this Agreement is terminated due to Disability, Good Reason, a Change of Control or for Without Cause that for the period of one (l) year after the Date of Termination the Executive shall not directly or indirectly through any other person, firm or Corporation: (i) Compete with or be engaged in the same business or "participate in" any other business or organization which during such one year period competes with or is engaged in the same business as the Corporation, which business, for the purposes of this Agreement, will be limited to the area of "software execution control," "network license management control," and "data access control" within the computer industry, in any geographical area in which the Corporation conducts such business except that in each case the provisions of Section 6(c) below, without the express prior written consent of the Corporate Governance Committee of the Board, Employee this Article 10 will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no be deemed to be breached merely because Executive owns not more than five percent (5%) % of the outstanding common stock of a publicly owned corporation, or by membership upon any board of directors of a publicly traded company) in owned corporation where Executive attained such position during the Term and such position was deemed not to interfere with the terms of this Agreement. The term "participate in" shall mean: "directly or on behalf of indirectly, for Executive's own benefit or for, with, or through any other person, firm, or corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company)own, manage, operate, control, loan money to, or contemplated (participate in the ownership, management, operation, or control of, or be connected as of the date he last worked on the Company’s behalf pursuant to this Agreement)a director, as applicableofficer, in those portions employee, partner, consultant, agent, independent contractor, or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or otherwise with, or assistingacquiesce in the use of Executive's name." Executive will not directly or indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from Corporation any of its customers or employees. Executive will not directly or indirectly employ any person who, at any time up to such competitor with activities that are the same as or similar to activities Employee performed on behalf cessation, was an employee of the Company; (b) Subject to the provisions of (c) of this sectionCorporation, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for within a period ending with of one year after such person leaves the date employ of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided such Corporation. Executive agrees that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued Article 10 are necessary and reasonable to protect the Corporation in good faith), to pay Employee amounts the conduct of its business. If any restriction contained in this Article 10 shall be deemed to be paid by the Company hereunderinvalid, illegal, or if there has been a “Change unenforceable by reason of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4extent, 2008 (“COC Severance Plan”)duration, as such definition therein may be modified by duly adopted amendments thereto from time to timeor geographical scope thereof, or otherwise, then the provisions of Sections 6(a) and (b) above court making such determination shall have no further force the right to reduce such extent, duration, geographical scope, or other provisions hereof, and effect after in its reduced form such failure to pay or Change of Controlrestriction shall then be enforceable in the manner contemplated hereby.

Covenant Not to Compete. (a) Subject The Executive acknowledges that, as a key management employee, the Executive will be involved, on a high level, in the development, implementation and management of the Company’s strategies and plans, including those which involve the Company’s finances, research, marketing, planning, operations, industrial relations and acquisitions, and that he will have access to Confidential Information, as defined in Section 10. By virtue of the Executive’s unique and sensitive position and special background, employment of the Executive by a competitor of the Company represents a serious competitive danger to the provisions of Section 6(c) belowCompany, without and the express prior written consent use of the Corporate Governance Committee Executive’s talent and knowledge and information about the Company’s business, strategies and plans can and would constitute a valuable competitive advantage over the Company. In view of the Boardforegoing, Employee the Executive covenants and agrees that, if the Executive’s employment is terminated (i) by the Company in breach of this Agreement, (ii) pursuant to an event constituting Good Reason or (iii) under any other circumstances, then, for a period of one year in the case of clauses (i) and (ii) of this sentence, and for a period of two years in the case of clause (iii) of this sentence, after the Date of Termination (the “Non-Compete Period”), the Executive will not serve engage or be engaged, in any capacity, directly or indirectly, including but not limited to, as an employee, officeragent, director or consultant, manager, executive, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded companyenterprise) in or on behalf of any person, firm, corporation, association or other business entity whose activities directly compete anywhere in North America that is engaged in direct competition with the activities any business of the Company then existing on the Date of Termination which had revenues of ten percent (during all periods 10%) or more of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant consolidated revenues for the four most completed fiscal quarters (a business meeting this requirement shall be referred to as a “Competitor”). If any court determines that the covenant not to compete contained in this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or withSection 9, or assistingany part hereof, is unenforceable, such competitor with activities that are court shall have the same as power to reduce the duration or similar to activities Employee performed on behalf scope of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hiresuch provision, or assist make any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employmentchanges, provided that if such changes are as close to the Companyterms hereof as possible and, in violation of the provisions of this Agreementits reduced form, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to such provision shall then be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlenforceable.

Covenant Not to Compete. (a) Subject to Each of Parent and Seller agrees that for a period of 3 years after the provisions Closing Date neither of Section 6(c) belowthem nor any of their respective Affiliates shall, without the express prior written consent of the Corporate Governance Committee of the Boarddirectly or indirectly, Employee will not serve as an employeefor himself, officerherself or itself, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any other person, firm, entity or other enterprise, be employed by, be an officer, director or manager of, act as a consultant for, be a partner in, have a proprietary interest in, or loan money to any person, enterprise, partnership, association, corporation, association limited liability company, joint venture or other entity whose activities which is directly compete with or indirectly in the activities business of owning, operating or managing any mobile radiological, EKG, or any other business currently conducted by Seller (the Company then existing (during all periods of Employee’s employment by the Company"Applicable Businesses"), now or contemplated hereafter competitive with any such Applicable Business of Buyer (as of including, without limitation, the date he last worked on the Company’s behalf pursuant to this AgreementBusiness), as applicableIHS or any of their respective Affiliates, located in those portions or areas of oil and gas basins any state in which Buyer, IHS or Seller is currently conducting such business; provided, however, that nothing contained herein shall restrict Seller from performing its obligations under any Temporary Excluded Contracts as provided in Section 1.4(c) or restrict Parent or any of its Affiliates from operating or owning any of their existing businesses or investments or renting or leasing any equipment, provided that they do not expand into the Company is active or as to which it has begun study or analysis, where such employment may involve working for or withforegoing prohibited activities. The restrictions contained in this Section 5.5 (other than the confidentiality provisions) shall not be binding upon any third party purchaser of Parent, or assistingof any assets, such competitor with activities that are the same as stock, division or similar to activities Employee performed on behalf business unit of the Company;Parent or of any Affiliate of Parent. (b) Subject Seller and Parent represent and warrant that there are no employees, consultants or agents of Parent having expertise in the operation of the Applicable Business or having a relationship with any customers of the Applicable Business. Notwithstanding anything to the provisions of contrary contained in this Agreement, the foregoing representation and warranty and all indemnification rights with respect thereto shall not expire until the date that is three (3) years after the date hereof. (c) Seller and the Parent hereby agree that, for a period of this sectionthree (3) years following the date hereof, without the express prior written consent of IHS, none of Seller, the CompanyParent and their respective Affiliates will directly or indirectly, he will not solicitfor themselves or on behalf of any other person, recruit firm, entity or other enterprise: (i) solicit any client, facility or patient who, prior to the date hereof, was a client, facility or patient of Seller with respect to the Applicable Business; or (ii) hire, entice away or assist in any personother manner persuade any employee, consultant, representative or entity in the solicitation, recruitment or hiring of any person engaged by the Company as agent who was an employee, officerconsultant, director representative or consultant; andagent of Seller prior to the date hereof, to alter, modify or terminate their relationship with Buyer or IHS. (cd) Employee’s The Parent and Seller each acknowledges that the restrictions contained in this Section 5.5 are reasonable and necessary to protect the legitimate business interests of Buyer and IHS and that any violation thereof by either of them would result in irreparable harm to Buyer and IHS, and that damages in the event of such a breach will be difficult, if not impossible, to ascertain. Accordingly, the Parent and Seller each agrees that upon the violation by it of any of the restrictions contained in this Section 5.5, Buyer and IHS shall be entitled to obtain from any court of competent jurisdiction a preliminary and permanent injunction as well as any other relief provided at law, equity, under this Agreement or otherwise, without the necessity of posting any bond or other security whatsoever. In the event any of the foregoing restrictions are adjudged unreasonable in any proceeding, then the parties agree that the period of time or the scope of such restrictions (or both) shall be adjusted to such a manner or for such a time (or both) as is adjudged to be reasonable. (e) The Parent and Seller each acknowledges that the covenants contained in this Section 5.5 are independent covenants and that any failure by the Buyer or IHS to perform its obligations under Sections 6(a) and (b) above this Agreement shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for not be a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid defense to Employee after the Term of Employment, provided that if the Company, in violation enforcement of the provisions of covenants contained in this Agreement, refuses including but not limited to a temporary or failspermanent injunction. (f) Seller and Parent agree to take any and all actions necessary, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith)including, without limitation, commencement of legal proceedings, to pay Employee amounts enforce each of the non-competition agreements set forth on Schedule 1.4 (a) hereto upon the request of and in accordance with the instructions of Buyer. Seller and Parent shall not be required to be paid by advance or expend any funds in connection with their respective obligations under this subsection (f). Buyer shall indemnify and hold harmless Seller and Parent from any loss, liability, damage, cost and expense, including without limitation, reasonable legal fees and expenses, arising out of taking any such actions at Buyer's request. Buyer acknowledges that Seller intends to terminate all Excluded Contracts (not otherwise terminated); provided that Seller shall not shorten the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the non-competition provisions of Sections 6(a) and (b) above shall have no further force and such agreements in effect after such failure immediately prior to pay or Change of Controltheir termination.

Covenant Not to Compete. (a) Subject to the provisions of Section 6(c) below, without the express prior written consent of the Corporate Governance Committee a majority of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;. (b) Subject to the provisions of (c) of this sectionSection 6, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employeeemployee (or who was an employee at any time during the six-month period prior to such hire or solicitation), officer, director or consultant; and. (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for any reason for a period ending of twelve (12) months thereafter; provided, however, that in the event of a termination of employment by Employee without Good Reason, such period with respect to Section 6(a) (but not with respect to Section 6(b)) shall be a period of six (6) months thereafter (and, for the date sake of final payment clarity, the period with respect to Section 6(b) shall remain a period of any cash severance compensation or other post-employment cash compensationtwelve (12) months thereafter); provided, paid to Employee after the Term of Employmentfurther, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails to sign the Release (as such term is defined in Section 14), or refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b6(b) above shall have no further force and effect after such refusal or failure to pay sign or pay. Notwithstanding the foregoing, if there has been a Change in Control (as such term is defined herein), then the provisions of Section 6(a) above shall have no further force and effect after such Change in Control.

Covenant Not to Compete. (a) Subject to During the provisions Employee's service hereunder and for a period of Section 6(ceighteen (18) belowmonths thereafter, without the express prior written consent regardless of the Corporate Governance Committee reason or method of termination, the Employee will not, directly or indirectly, for the Employee's own benefit or the benefit of any other person or entity: (i) solicit in any manner, seek to obtain, or service the business of any customer of the BoardCompany, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (bii) Subject to become an owner of any business, if such business competes with the provisions Company; (iii) become employed by or serve as an agent, independent contractor or representative of any business which competes with the Company; (civ) solicit the employment of this section, without the express prior written consent or hire any employee of the Company, he will not solicitor encourage any employee to terminate his or her employment with the Company; or (v) prepare in any manner to compete with the Company. (b) For purposes of this Agreement, recruit or hire, or assist a "customer" shall be deemed to be any person, business, partnership, proprietorship, firm, organization or entity corporation which has done business with the Company or which has been solicited or serviced in the solicitationany manner, recruitment directly or hiring of any person engaged indirectly, by the Company as an employeewithin eighteen (18) months prior to the date of the termination of the Employee, officerand the phrase "service the business of any customer" means the development, director modification, enhancement or consultant; andimprovement of any product or service offered by the Company or which is reasonably related to the products or services offered by the Company. The Employee hereby acknowledges that, by virtue of the Employee's position and access to information, the Employee will have advantageous familiarity and personal contacts with the Company's customers, wherever located, and that the restrictions contemplated hereby are reasonable for the protection of the Company's goodwill and customer base, and the Company's efforts in the development of such customers. (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by If the Company, and after termination of employment for a period ending Employee does not comply with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this AgreementSection 7, refuses or failsthe eighteen (18) month period of non-competition provided herein shall be tolled and deemed not to run during any period(s) of noncompliance, within 60 days after written demand from Employee the intention of the parties being to provide eighteen (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid 18) full months of non-competition by the Company hereunder, Employee after the termination or if there has been a “Change expiration of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlthis Agreement.

Covenant Not to Compete. (a) Subject The Executive acknowledges that, as a key management employee, the Executive will be involved, on a high level, in the development, implementation and management of the Company’s strategies and plans, including those which involve the Company’s finances, research, marketing, planning, operations, industrial relations and acquisitions, and that he will have access to Confidential Information, as defined in Section 9. By virtue of the Executive’s unique and sensitive position and special background, employment of the Executive by a competitor of the Company represents a serious competitive danger to the provisions of Section 6(c) belowCompany, without and the express prior written consent use of the Corporate Governance Committee Executive’s talent and knowledge and information about the Company’s business, strategies and plans can and would constitute a valuable competitive advantage over the Company. In view of the Boardforegoing, Employee the Executive covenants and agrees that, if the Executive’s employment is terminated (i) by the Company in breach of this Agreement, (ii) pursuant to an event constituting Good Reason or (iii) under any other circumstances, then, for a period of one year in the case of clauses (i) and (ii) of this sentence, and for a period of two years in the case of clause (iii) of this sentence, after the Date of Termination (the “Non-Compete Period”), the Executive will not serve engage or be engaged, in any capacity, directly or indirectly, including but not limited to, as an employee, officeragent, director or consultant, manager, executive, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded companyenterprise) in or on behalf of any person, firm, corporation, association or other business entity whose activities directly compete anywhere in North America that is engaged in direct competition with the activities any business of the Company then existing on the Date of Termination which had revenues of ten percent (during all periods 10%) or more of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant consolidated revenues for the four most completed fiscal quarters (a business meeting this requirement shall be referred to as a “Competitor”). If any court determines that the covenant not to compete contained in this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or withSection 8, or assistingany part hereof, is unenforceable, such competitor with activities that are court shall have the same as power to reduce the duration or similar to activities Employee performed on behalf scope of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hiresuch provision, or assist make any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employmentchanges, provided that if such changes are as close to the Companyterms hereof as possible and, in violation of the provisions of this Agreementits reduced form, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to such provision shall then be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlenforceable.

Covenant Not to Compete. As described above, I acknowledge and agree that the Company’s Confidential Information includes information relating to the Company’s employees, consultants, customers and others, and that I will not use or disclose such Confidential Information except as authorized by the Company. I further agree as follows: (a) Subject to I agree that during the provisions course of Section 6(cmy Relationship, and for a period of twelve (12) belowmonths immediately following the termination of my Relationship for any reason, whether with or without cause, at the express prior written consent option either of the Corporate Governance Committee Company or myself, with or without notice, or twelve (12) months from the date of the Boardany court order enforcing all or part of this Agreement, Employee whichever is later, I will not serve not, either directly or indirectly, (i) act or agree to act as an advisor, agent, consultant, director, employee, officer, director partner, proprietor or consultantotherwise of, (ii) own or acquire any ownership interest in (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) Section 12 of the outstanding stock Securities Exchange Act of 1934, as amended) or (iii) participate in the organization, financing, operation, management or control of, any publicly traded companyCompeting Business (as defined below) in or on behalf the Territory (A) as conducted by the Company during the course of any person, firm, corporation, association or other entity whose activities directly compete my employment with the activities Company or (B) planned to be conducted by the Company pursuant to a product or business plan developed prior to the termination of my employment with the Company. “Territory” shall mean (i) all counties in the State of New York, (ii) all other states of the Company then existing United States of America, (during iii) the European Union, (iv) Asia, and (v) all periods of Employee’s employment by the Company), or contemplated (as other countries of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins world in which the Company is active or as to then engaged in business. In particular, “Territory” shall include such geographic areas in which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (bI) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change products and Relationships are then deployed, (II) the Company then has a customer or (III) the Company then has operations or otherwise targets sales and marketing activities or conducts or has plans to conduct business during the course of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlmy employment.

Covenant Not to Compete. I agree that during the course of my employment and for a period of twelve (a12) Subject to months immediately following the provisions termination of Section 6(c) belowmy relationship with the Company, whether I resign voluntarily or am terminated by the Company involuntarily, I will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicitwhether paid or not: (i) serve as a partner, recruit or hireprincipal, or assist any personlicensor, or entity in the solicitationlicensee, recruitment or hiring of any person engaged by the Company as an employee, consultant, officer, director director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or consultant; and otherwise for, (cii) Employee’s obligations under Sections 6(adirectly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) and (b) above shall continue build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in force during all periods of Employee’s employment or affiliate myself with, any business whose business, products or operations are in any respect involved in the Covered Business, except as provided by law. For the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions purposes of this Agreement, refuses “Covered Business” shall mean any business in which the Company is engaged or failsin which the Company has plans to be engaged, or any service that the Company provides or has plans to provide. The foregoing covenant shall cover my activities in every part of the Territory. “Territory” shall mean (i) all counties in the state or commonwealth in which I work for the Company at the commencement of my employment; (ii) all other states of the United States of America in which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company; and (iii) any other countries from which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company. Should I obtain other employment with what may be a Covered Business within 60 twelve (12) months immediately following the termination of my relationship with the Company, I agree to provide written notification to the Company with the name and address of my new employer, the position that I expect to hold, and a description of my duties and responsibilities, at least five (5) business days after prior to starting such employment. In connection with such notice, I may also ask the Company to waive its right to enforce the covenant not to compete set forth above in this Section 9.A. with respect to such employment. I agree that in seeking such waiver, I must also provide the Company with the division or group in which I will work, the name of my direct supervisor, written demand from Employee (unless confirmation that I was not recruited or solicited by a current or former employee of the Company, and, to the extent not already provided, an arbitral or court proceeding is being pursued executed copy of Exhibit B to this Agreement. The Company will consider whether to grant such a waiver in its good faith), to pay Employee amounts to sole discretion, provided, however, that I acknowledge that no such request for waiver will be paid by considered if I do not timely provide all of the foregoing information and documentation and any other information the Company hereundermay request. I further acknowledge that no such waiver will be valid beyond the proposed employment for which I have provided notice and not any other employment, engagement, or if there has been relationship. The Company’s decision to grant a “Change of Control,” as defined waiver shall not affect in any way my remaining obligations under this Agreement, nor prejudice the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as ability to enforce such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlobligations.

Covenant Not to Compete. In view of the fulfillment of Executive's obligations hereunder and (ai) Subject the unique and valuable services it is expected Executive will render to the Corporation, (ii) Executive's knowledge of the clients, trade secrets, and other proprietary information relating to the business of the Corporation and its customers and suppliers, and (iii) similar knowledge Executive has regarding the Corporation, and in consideration of the compensation to be received hereunder and as a condition to the performance by Corporation of its obligations under this Agreement, Executive agrees that if this Agreement is terminated due to Disability, Good Reason, a Change of Control or for Without Cause that for the period of one (l) year after the Date of Termination the Executive shall not directly or indirectly through any other person, firm or Corporation: (i) compete with or be engaged in the same business or "participate in" any other business or organization which during such one year period competes with or is engaged in the same business as the Corporation, which business, for the purposes of this Agreement, will be limited to the area of "software execution control," "digital rights and license management control," "information security" and "data access control" within the computer industry, in any geographical area in which the Corporation conducts such business except that in each case the provisions of Section 6(c) below, without the express prior written consent of the Corporate Governance Committee of the Board, Employee this Article 10 will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no be deemed to be breached merely because Executive owns not more than five percent (5%) % of the outstanding common stock of a publicly owned corporation, or by membership upon any board of directors of a publicly traded company) in owned corporation where Executive attained such position during the Term and such position was deemed not to interfere with the terms of this Agreement. The term "participate in" shall mean: "directly or on behalf of indirectly, for Executive's own benefit or for, with, or through any other person, firm, or corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company)own, manage, operate, control, loan money to, or contemplated (participate in the ownership, management, operation, or control of, or be connected as of the date he last worked on the Company’s behalf pursuant to this Agreement)a director, as applicableofficer, in those portions employee, partner, consultant, agent, independent contractor, or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or otherwise with, or assistingacquiesce in the use of Executive's name." Executive will not directly or indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from the Corporation any of its customers or employees. Executive will not directly or indirectly employ any person who, at any time up to such competitor with activities that are the same as or similar to activities Employee performed on behalf cessation, was an employee of the Company; (b) Subject to the provisions of (c) of this sectionCorporation, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for within a period ending with of one year after such person leaves the date employ of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided such Corporation. Executive agrees that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued Article 10 are necessary and reasonable to protect the Corporation in good faith), to pay Employee amounts the conduct of its business. If any restriction contained in this Article 10 shall be deemed to be paid by the Company hereunderinvalid, illegal, or if there has been a “Change unenforceable by reason of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4extent, 2008 (“COC Severance Plan”)duration, as such definition therein may be modified by duly adopted amendments thereto from time to timeor geographical scope thereof, or otherwise, then the provisions of Sections 6(a) and (b) above court making such determination shall have no further force the right to reduce such extent, duration, geographical scope, or other provisions hereof, and effect after in its reduced form such failure to pay or Change of Controlrestriction shall then be enforceable in the manner contemplated hereby.

Covenant Not to Compete. (a) Subject to During the provisions of Section 6(c) below, without two years following the express prior written consent end of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of EmployeeExecutive’s employment by the Company)Company (the “Covenant Period”): (a) The Executive agrees that he will not, directly or indirectly, as a partner, officer, employee, director, stockholder, proprietor, consultant, representative, agent or otherwise become or be interested in, or contemplated associate with or render assistance to (as i) any person engaged in the ownership, operation and/or management of any water park, amusement park, theme park, marine or wildlife park, outdoor mini-theme park or family amusement or entertainment center (collectively, “Parks”) located within the United States of America (or in the event the Company owns or otherwise operates any Park outside the United States of America, in any location within a 250 mile radius of such location) or (ii) if during the Term, the Company commences any line of business, in addition to the ownership, operation and/or management of Parks, and if, during the last full fiscal year of the Company preceding the date he last worked on of the termination of the Executive’s employment, such other line of business accounted for at least 10% of the Company’s behalf pursuant to this Agreement)revenue during such year, as applicable, any person engaged in those portions or areas such other line of oil and gas basins in business within a 250 mile radius of any location at which the Company is active or as to which it has begun study or analysisthen engaged therein. The foregoing provisions shall not, where such employment may involve working for or withhowever, or assisting, such competitor prohibit the ownership by any Executive of securities in accordance with activities that are the same as or similar to activities Employee performed on behalf of the Company;Section 4(c)(i). (b) Subject to The Executive agrees that he will not, directly or indirectly, during the provisions Covenant Period, for his own benefit or for the benefit of (c) any other person knowingly solicit the professional services of this section, without the express prior written consent any employee of the Company, he will not solicit, recruit Company or hire, any Subsidiary or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by who had been such an employee within three months prior thereto or otherwise interfere with the relationship between the Company as an employee, officer, director or consultant; andany Subsidiary and any of such persons. (c) Employee’s obligations under Sections 6(a) The Executive recognizes and (b) above shall continue acknowledges that, in force during all periods of Employee’s connection with his employment by the Company, he has had and after termination will continue to have access to valuable trade secrets and confidential information of employment for a period ending the Company and its Subsidiaries and Affiliates including, but not limited to, customer and supplier lists, business methods and processes, marketing, promotional, pricing and financial information and data relating to employees and agents (collectively, “Confidential Information”) and that such Confidential Information is being made available to the Executive only in connection with the date furtherance of final payment of any cash severance compensation or other post-his employment cash compensation, paid to Employee after by the Company. The Executive agrees that during the Term and thereafter, he will not use or disclose any of Employmentsuch Confidential Information to any person, provided except that if disclosure of Confidential Information will be permitted: (i) to the Company, in its Subsidiaries and Affiliates and their respective advisors; (ii) if such Confidential Information has previously become available to the public through no fault of the Executive; (iii) if required by any court or governmental agency or body or is otherwise required by law; (iv) if necessary to establish or assert the rights of the Executive hereunder; or (v) if expressly consented to by the Company. (d) The parties agree that a violation of the provisions foregoing agreements not to compete or disclose, or any provision thereof, will cause irreparable damage to the Company, and the Company shall be entitled (without any requirement of posting a bond or other security), in addition to any other rights and remedies which it may have, at law or in equity, to an injunction enjoining and restraining the Executive from doing or continuing to do any such act or any other violations or threatened violations of this Agreement, refuses or fails, within 60 days after written demand from Employee Section 13. (unless an arbitral or e) The Executive acknowledges and agrees that the restrictive covenants set forth in this Section 13 (the “Restrictive Covenants”) are reasonable and valid in geographical and temporal scope and in all other respects. If any court proceeding is being pursued in good faith), to pay Employee amounts to be paid by determines that any of the Company hereunderRestrictive Covenants, or if there has been a “Change any part thereof, is invalid or unenforceable, the remainder of Control,” as defined in the Company’s Change Restrictive Covenants shall not thereby be affected and shall be given full force and effect, without regard to the invalid or unenforceable parts. (f) If any court determines that any of Control Severance Plan dated November 4the Restrictive Covenants, 2008 (“COC Severance Plan”)or any part thereof, as is invalid or unenforceable for any reason, such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above court shall have no further force the power to modify such Restrictive Covenant, or any part thereof, and, in its modified form, such Restrictive Covenant shall then be valid and effect after such failure to pay or Change of Controlenforceable.

Covenant Not to Compete. In further consideration of Purchaser's ------------------------- purchase of the outstanding shares in the Company and other independent valuable consideration (the receipt of which each Seller hereby acknowledges), each Seller hereby agrees as follows: (a) Subject to For a period of five (5) years from the provisions of Section 6(c) below, without the express prior written consent date of the Corporate Governance Committee closing of the Boardsale and purchase of the outstanding stock in the Company pursuant hereto (the "Restricted Period"), Employee will such Seller shall not serve as an employeedirectly or indirectly, officer, director or consultant, acting alone or in any capacity with any other similar capacity business entity: (i) engage within the state of Florida in the non-scheduled charter airline business or make investments the aircraft maintenance business; (ii) solicit, deal, negotiate, enter into an arrangement, contract or attempt to do any of the foregoing, in any respect pertaining to the non-scheduled charter airline business or the aircraft maintenance, with any person who was a customer of the Company during the two (2) year period prior to the date hereof, or attempt to cause any such person not to continue its business relationship with the Company; (iii) induce or attempt to influence, directly or indirectly, any person employed by the Company immediately prior to the date hereof to terminate his, her or its employment or contractual relationship, or (iv) disclose to any person, firm, or corporation any trade secrets or proprietary data relating to, or any details relating to the methods of operation of the Company's, including, without limitation, the customer lists and contents of other than open market investments in no more than business records, or otherwise attempt to take any form of advantage of such information. (b) Notwithstanding the foregoing provisions, each Seller shall be permitted to own up to five percent (5%) of the outstanding stock publicly traded securities, whose securities are registered under Section 12 or who file reports under Section 15(d) of the Securities Exchange Act of 1934, of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in even those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity engaged in the solicitation, recruitment non-scheduled charter airline business or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlaircraft maintenance business.

Covenant Not to Compete. (a) Subject The Executive acknowledges that, as a key management employee, the Executive will be involved, on a high level, in the development, implementation and management of the Company's strategies and plans, including those which involve the Company's finances, research, marketing, planning, operations, industrial relations and acquisitions, and that he will have access to Confidential Information, as defined in Section 10. By virtue of the Executive's unique and sensitive position and special background, employment of the Executive by a competitor of the Company represents a serious competitive danger to the provisions of Section 6(c) belowCompany, without and the express prior written consent use of the Corporate Governance Committee Executive's talent and knowledge and information about the Company's business, strategies and plans can and would constitute a valuable competitive advantage over the Company. In view of the Boardforegoing, Employee the Executive covenants and agrees that, if the Executive's employment is terminated (i) by the Company in breach of this Agreement, (ii) pursuant to an event constituting Good Reason or (iii) under any other circumstances, then, for a period of two years in the case of clauses (i) and (ii) of this sentence, and for a period of one year in the case of clause (iii) of this sentence, after the Date of Termination (the "Non-Compete Period"), the Executive will not serve engage or be engaged, in any capacity, directly or indirectly, including but not limited to, as an employee, officeragent, director or consultant, manager, executive, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded companyenterprise) in or on behalf of any person, firm, corporation, association or other business entity whose activities directly compete anywhere in North America which is engaged in direct competition with the activities any business of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions Date of Termination which had revenues of ten percent (10%) or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf more of the Company; 's consolidated revenues for the four most completed fiscal quarters (b) Subject a business meeting this requirement shall be referred to as a "Competitor"). If any court determines that the provisions of (c) of covenant not to compete contained in this section, without the express prior written consent of the Company, he will not solicit, recruit or hireSection 9, or assist any personpart hereof, is unenforceable, such court shall have the power to reduce the duration or scope of such provision, or entity in the solicitation, recruitment or hiring of make any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employmentchanges, provided that if such changes are as close to the Companyterms hereof as possible and, in violation of the provisions of this Agreementits reduced form, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to such provision shall then be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlenforceable.

Covenant Not to Compete. The Executive covenants that, while the Executive is employed by the Company and for a period of twelve (a12) Subject to months from the provisions date of Section 6(c) below, without the express prior written consent termination of the Corporate Governance Committee Executive’s employment for any reason, the Executive shall not directly or by assisting others do any of the Boardfollowing: (i) engage as a consultant, Employee advisor, or manager—capacities in which the Executive will not serve have acted for the Company—whether as an employee, officerindependent contractor, director or consultantproprietor, or otherwise, in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) business that both provides radio broadcasting services, which is the business of the outstanding stock Company (the “Business”), and serves any of the listening areas (as defined by the Arbitron Metro Survey Area) served by the Company on the date of the termination of the Executive’s employment or such additional listening areas as the Executive knows as of such date the Company has definite and immediate plans to conduct the Business (a “Competing Business”); (ii) for the purpose of furthering or assisting a Competing Business, solicit or attempt to solicit any publicly traded companyclient, customer, or account of the Company (A) that, during the twelve (12) month period prior to the date of such termination of employment, has obtained or contracted to obtain services from the Company and with which the Executive or Company personnel or representatives for whom or which the Executive had responsibility had contact during the term of the Executive’s employment by the Company; (B) that the Executive knows were prospective clients, customers, or accounts that the Company was actively seeking on the date of termination of the Executive’s employment (whether or not such individual or entity has yet become an actual client or customer); (C) about which the Executive obtained Confidential Information in the ordinary course of business as a result of the Executive’s association with the Company; or (D) that received products or services authorized by the Company, the sale or provision of which resulted in commissions, earnings, or other compensation for the Executive; or (iii) for herself or for or on behalf of any personbusiness, firmentity or individual, corporationdivert, association solicit or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company)hire away, or contemplated (as of attempt to divert, solicit or hire away, any individual who, on the date he last worked on of such termination or at any time during the Company’s behalf pursuant to this Agreement)twelve (12) month period immediately preceding such date, as applicablewas employed, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or withretained, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee of, or provider of services to, the Company and with whom the Executive had contact during performance of the Executive’s job duties to the Company to leave such employ or service with the Company for any employment or similar services opportunity with any other business; regardless of whether such individual is or was a full-time employee, officerpart-time employee, director temporary worker, or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods independent contractor of Employee’s employment by the Company; employed, and after termination of employment retained, or engaged pursuant to a written agreement; or employed, retained, or engaged for a determined period ending with the date of final payment of any cash severance compensation or other postat-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlwill.

Covenant Not to Compete. I agree that during the course of my employment and for a period of twelve (a12) Subject to months immediately following the provisions termination of Section 6(c) belowmy relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, in the same or similar role or scope as during my employment with the Company, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicitwhether paid or not: (i) serve as a partner, recruit or hireprincipal, or assist any personlicensor, or entity in the solicitationlicensee, recruitment or hiring of any person engaged by the Company as an employee, consultant, officer, director director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or consultant; and otherwise for (cexcept for passive ownership of one percent (1%) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment or less of any cash severance compensation entity whose securities have been registered under the Securities Act of 1933, as amended, or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation Section 12 of the provisions Securities Exchange Act of 1934, as amended); (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of; or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate myself with, any business whose business, products or operations in which I would be directly or indirectly involved are in any respect involved in the Covered Business. For purposes of this Agreement, refuses “Covered Business” shall mean any business in which the Company, or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by any subsidiary of the Company hereunderfor which I provided services in connection with my employment with the Company (each, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance PlanSubsidiary”), as such definition therein may is engaged or in which the Company or a Subsidiary has plans to be modified by duly adopted amendments thereto from engaged, or any service that the Company or a Subsidiary provides or has plans to provide. The foregoing covenant shall cover my activities in every part of the Territory. For purposes of this Agreement, “Territory” shall mean: (i) all counties in the Commonwealth of Virginia; (ii) all other states, commonwealths, or districts of the United States of America in which the Company or a Subsidiary provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to time, then the provisions date of Sections 6(a) the termination of my relationship with the Company; and (biii) above shall have no further force any other countries from which the Company or a Subsidiary maintains non-trivial operations or facilities, provided goods or services, had customers, or otherwise conducted business at any lime during the two-year period prior to the date of the termination of my relationship with the Company. Should I obtain other employment during my employment with the Company or within twelve (12) months immediately following the termination of my relationship with the Company, I agree to provide written notification to the Company as to the name and effect after address of my new employer, the position that I expect to hold, and a general description of my duties and responsibilities, at least three (3) business days prior to starting such failure to pay or Change of Controlemployment.

Covenant Not to Compete. (a) Subject In order to induce Buyer to enter into and consummate the provisions transactions provided for in this Agreement, each Seller hereby covenants and agrees that (i) with respect to ▇▇▇▇ ▇▇▇▇▇▇ (settlor of Section 6(cthe PM Trust) belowand ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (settlor of the PCM Trust), during the five year period following the date of Closing, and with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ during the period of two (2) years following the date of their respective dates of termination of employment with the Company and/or Buyer, he or she will not, without the express prior written consent of the Corporate Governance Committee of the BoardBuyer in each instance, Employee will not serve directly or indirectly, whether for himself or herself or for any other person and whether as an employeeproprietor, principal, stockholder, partner, agent, director, officer, director or employee, consultant, independent contractor or in any other similar capacity capacity, engage in, or make investments (have any interest in any business or other than open market investments in no more than five percent (5%) entity that provides products and support for commercial security systems or other products of Company, Parent or any subsidiary of the outstanding stock Parent within the State of Colorado; provided, however, that nothing herein shall prevent ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇ from working for PSA Security Network, or (ii) at any publicly traded companytime after the Closing knowingly do any act which would impair the value of the business, operations or assets of, or injure the goodwill or reputation of, Buyer, Parent, any subsidiary of the Parent or the Company or divert any of their business or employees unless such actions are permitted by clause (i) in above. Without limiting the generality of the foregoing, each Seller hereby covenants and agrees that with respect to ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ beginning on the date of the Closing and ending five years thereafter, and with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ during the two year period beginning on the date of their respective dates of termination of employment with the Company and/or Buyer he or on behalf of she will not solicit any business from any person, firm, corporation, association corporation or other entity whose activities directly compete with the activities which was a customer of the Company then existing (during all periods within the two year period prior to the Closing nor will he or she hire any person who was an employee of Employee’s employment by the Company), Buyer, Parent or contemplated (any subsidiary of the Parent as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;Closing. (b) Subject Each Seller agrees that each provision of subsection 7.1 (a) is reasonable and necessary for the protection of Buyer; that each such provision, and the period or periods of time, geographical areas and types and scopes of restrictions on his or her activities specified therein, are and are intended to the provisions of be divisible; that if any portion thereof (cincluding any sentence, clause or part) of this section, without the express prior written consent of the Company, he will not solicit, recruit shall be held contrary to law or hireinvalid or unenforceable in any respect in any jurisdiction, or assist as to any personone or more periods of time, areas or business activities, or entity any part thereof, the remaining provisions shall not be affected but shall remain in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further full force and effect after as to the other and remaining parts; and that any such failure invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to pay the extent necessary to render the same valid and enforceable in such jurisdiction. Seller further recognizes and agrees that any violation of his or Change her agreement in subsection 7.1 (a) would cause such damages to Buyer as would be irreparable and the exact amount of Control.which would be impossible to ascertain and that, for such reason, among others, Buyer shall be entitled, as

Covenant Not to Compete. (a) Subject In consideration for the compensation provided for in this Agreement, and as a condition to the provisions performance by the Company of Section 6(c) below, without the express prior written consent of the Corporate Governance Committee of the Boardall obligations under this Agreement, Employee will agrees that during the Initial Employment Term or any Succeeding Employment Terms of this Agreement and for the period from the date of termination of Employee's employment through the first anniversary of such date (the "Non-compete Term"), Employee shall not serve as an employeedirectly or indirectly through any other person, officerfirm or corporation compete or "participate in" any other business or organization which during such period competes with the Company. The term "participate in" shall mean: "directly or indirectly, director for his own benefit or consultantfor, with, or in through any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, or corporation, association own, manage, operate, control, loan money to, or other entity whose activities directly compete with participate in the activities ownership, management, operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent or independent contractor, or acquiesce in the use of his name." Provided, however, the provisions of this Section 8.2 shall not apply in the event Employee's employment is terminated by the Company then existing pursuant to Section 6.1 hereof or otherwise without Cause and Employee is no longer receiving any payments from the Company pursuant to Section 6.5 hereof. Further provided, however, the provisions of this Section 8.2 shall be void in the event that (during all periods of Employee’s employment by i) the Company), Company fails in any material respect to pay the Base Salary when due or contemplated (as within one month of the date he last worked due, (ii) the Company fails to pay the principal on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which Note issued by the Company is active or as to Employee on the date hereof which it has begun study or analysiswould constitute an "Event of Default" under the Security Agreement, where such employment may involve working for or withdated the date hereof, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of among the Company, he will not solicit, recruit Employee and certain other parties or hire(iii) the Company fails to pay when due, or assist any personwithin 30 days thereafter, or entity the Additional Payout described in Section 1.10 of that Agreement and Plan of Merger, dated the solicitationdate hereof, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by among the Company, Employee and after termination of employment for certain other parties. Notwithstanding the foregoing, it shall not be a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation breach of the provisions of this Section 8.2 if, during or after the Non-compete Term of this Agreement, refuses Employee is a passive investor in any publicly held entity and Employee owns three (3%) percent or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by less of the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlequity interests therein.

Covenant Not to Compete. ▇▇▇▇▇ expressly acknowledges that (ai) Subject the Company is and will be engaged in the business of providing pharmacy benefit management services, healthcare transaction processing services, and information technology solutions to the provisions pharmaceutical industry, including without limitation: (x) pharmacy benefit services and analytics software and related ASP services, including claims processing, pharmacy networks, data warehousing and information analysis, rebate contracting and formulary management, clinical initiatives, mail order pharmacy services, and consumer web services; (y) pharmacy practice management and point of Section 6(csale (POS) belowsystems for retail pharmacy (independents and chains), without institutional/nursing home pharmacy, and high-volume mail order pharmacy; and (z) specialty pharmacy products and services; (ii) ▇▇▇▇▇ is one of a limited number of persons who has extensive knowledge and expertise relevant to the express prior written consent businesses of the Corporate Governance Committee Company; (iii) ▇▇▇▇▇' performance of his services for the Company afforded ▇▇▇▇▇ full and complete access to and caused ▇▇▇▇▇ to become highly knowledgeable about the Company's Confidential and Proprietary Information; (iv) the agreements and covenants contained in this Paragraph 11 are essential to protect the business and goodwill of the BoardCompany, Employee because, if ▇▇▇▇▇ enters into any activities competitive with the business of the Company, ▇▇▇▇▇ will not serve as an employeecause substantial harm to the Company; (v) ▇▇▇▇▇ has been exposed to the Company's largest customers; (vi) the business territory of the Company at the time this Agreement was entered into constitutes the United States and Canada (“Business Territory”); and (vii) ▇▇▇▇▇' covenants to the Company set forth in this Paragraph 11 are being made in consideration of the Company's willingness to provide him the Separation Benefits and release described herein. Accordingly, officer▇▇▇▇▇ agrees that for the period between the Separation Date and September 16, 2014, ▇▇▇▇▇ shall not, within the Business Territory, directly or indirectly own any interest in, invest in, lend to, borrow from, manage, control, participate in, consult with, contract with, become employed by, render services to, be a director or consultantof, or in any other similar capacity manner whatsoever engage in any business which is competitive with any business actively engaged in by the Company or actively (and demonstrably) considered by the Company for entry into on September 17, 2012 and of which ▇▇▇▇▇ had: A) involvement; or B) access to Confidential and Proprietary Information. The preceding to the contrary notwithstanding, ▇▇▇▇▇ shall be free to make investments (other than open market in the publicly traded securities of any corporation, provided that such investments in no do not amount to more than five one percent (51%) of the outstanding stock securities of any publicly traded company) in or on behalf class of any person, firm, such corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Control.

Covenant Not to Compete. THIS SECTION MAY AFFECT YOUR RIGHT TO ACCEPT EMPLOYMENT WITH OTHER COMPANIES SUBSEQUENT TO YOUR EMPLOYMENT BY OPC. (a) Subject I agree that during my employment and for a period of twelve (12) months immediately following the termination of my employment with OPC (the “Non-Competition Period”), I will not, and will not assist anyone else, for any reason, whether with or without cause, either directly or indirectly to the provisions (i) solicit or take away, or attempt to solicit or take away employees of Section 6(cOPC, either for my own business or for any other person or entity; (ii) solicit or encourage any vendor or customer of OPC to terminate or diminish it’s relationship with OPC; or (iii) seek to persuade any customer of OPC to conduct with anyone else any business or activity that such a customer conducts with OPC. (b) I agree (i) that during my employment, I will not undertake any planning for any outside business competitive with OPC and (ii), subject to subparagraph (d) below, during my employment and during the Non-Competition Period, I will not directly or indirectly establish or aid others in competition with OPC in establishing a new business or engage or participate in any commercial research or commercial project which is the same or substantially similar (in purpose, objective or result) to any research or project in which I engaged or participated in for or on behalf of OPC or any of its subsidiaries during my employment with OPC, whether as an owner, partner, investor, consultant, employee or otherwise, without the express prior written consent of OPC. (c) During the Corporate Governance Committee Non-Competition Period, I agree to notify OPC in writing of any change in my address and of each new job or business activity in which I plan to engage at least 2 weeks prior to beginning such job or activity. Such notice shall state the name and address of any new employer and the nature of the Boardposition. (d) It shall not be considered a competitive activity within the meaning of paragraph 7(b) for me to be a member of the faculty or staff of a university, Employee will college or other educational or non-profit research institution, provided that I do not serve as an employeeengage or participate in any commercial research or project prohibited by Section 7 (b) above. (e) The restrictions against competition set forth in paragraph 7(a), officer7(b) and 7(c) are considered by the parties to be reasonable for the purposes of protecting the business of OPC. However, director if any such restriction is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or consultant, over too great a range of activities or in any other similar capacity too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or geographic areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;be enforceable. (bf) Subject to In signing this agreement, I give OPC assurance that I have carefully read and considered all the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) terms and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions conditions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faithincluding the restraints imposed on me under sections 7(a), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a7(b) and (b7(c) above shall have no further force above. I agree without reservation that each of the restraints contained herein is necessary for the reasonable and effect after such failure proper protection of the goodwill, Confidential Information and other legitimate interests of OPC and that each and every one of those restraints is reasonable in respect to pay or Change subject matter, length of Controltime and geographic area.

Covenant Not to Compete. (a) Subject For and in consideration of the ----------------------- allocation of $150,000 of the Purchase Price paid to the provisions Sellers by Buyer, each Seller covenants and agrees, for a period of Section 6(cthree (3) belowyears from and after the Closing Date, that he will not, directly or indirectly without the express prior written consent of the Corporate Governance Committee Buyer, for or on behalf of the Boardany entity: (a) become interested or engaged, Employee will not serve directly or indirectly, as an employeea shareholder, bondholder, creditor, officer, director director, partner, agent, contractor with, employer or consultantrepresentative of, or in any manner associated with, or give financial, technical or other similar capacity assistance to, any Person, firm or make investments corporation for the purpose of engaging in the Business in competition with the Company, Buyer or their respective affiliates within ▇▇▇▇, DuPage, Lake, ▇▇▇▇▇▇▇ or Will Counties in the State of Illinois or Lake or ▇▇▇▇▇▇ Counties in the State of Indiana (other the "Current Trade Area"); (b) enter into any agreement with, service, assist or solicit the business of any current customers (i.e., all customers of the Company within the last three years) for the purpose of providing office equipment sales or service to such customers in competition with the Company in the Current Trade Area or to cause them to reduce or end their business with the Company in the Current Trade Area; or (c) enter into any agreement with, or solicit the employment of any current employees, consultants or representatives of the Company for the purpose of causing them to leave the employment of the Company to accept employment in the Current Trade Area; provided, however, that ownership of less than open market investments in no more than five one percent (51%) of the outstanding stock of any publicly publicly-traded companycorporation shall be deemed to be in a violation of this Section 6.4 and provided, further, that the covenant not to ----------- compete set forth in paragraph (a) above shall not ------------- apply to ▇▇▇▇▇▇▇▇▇ if and only if ▇▇▇▇▇▇▇▇▇ owns or operates a copier dealer business that has less than $4,000,000 in annual sales revenue (at the time he acquires such business and for at least one year thereafter) and does not sell any copiers or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of facsimile machine brands sold by the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date Closing Date. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇▇ shall not (and shall be deemed to have breached this Section 6.4) in the event he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; violates either paragraph (b) Subject to the provisions of or ----------- ------------- paragraph (c) of this section, without above or in the express prior written consent event he utilizes any name similar to the ------------- corporate names or tradenames of the Company, he will not solicit, recruit Buyer or hire, any of their affiliates or assist any person, trademark or entity in the solicitation, recruitment or hiring service ▇▇▇▇ similar to those of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination Buyer or any of employment for a period ending with the date of final payment of their respective affiliates. In addition, Sellers shall cease to have any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of obligations under this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or Section 6.4 if there has been is a “Change breach of Control,” as defined in Section 2.9 or any of ----------- ----------- the Company’s Change Promissory Notes is not paid when due and any such breach or nonpayment is not cured within fifteen (15) days of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as delivery of written notice of such definition therein may be modified by duly adopted amendments thereto from time breach or nonpayment to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of ControlBuyer.

Covenant Not to Compete. I agree that during the course of my employment and until the later to occur of (ai) Subject to four years from the provisions date of Section 6(cthe consummation of the Acquisition and (ii) belowone (1) year immediately following the termination of my relationship with ▇▇▇▇▇▇ (the “Restricted Period”) whether I resign voluntarily or am terminated by SenDEC involuntarily, I will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicitwhether paid or not: (i) serve as a partner, recruit or hireprincipal, licensor, licensee, employee, consultant, officer, director, manager, agent, Affiliate, representative, advisor, promoter, associate, investor, or assist any personotherwise for, (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate myself with, any business whose business, products or operations are in any respect competitive with the Business; provided, however, nothing in this Agreement will prevent me from owning a passive interest of not more than two (2%) of any entity that may be competitive with the Business. The foregoing covenant shall cover my activities in every part of the Territory. “Territory” shall mean (i) all counties in the solicitationState of New York; (ii) all other states of the United States of America from which SenDEC or the Company derived revenue or conducted business at any time during the two-year period prior to the date of the termination of my relationship with SenDEC; and (iii) any other countries from which SenDEC or Company derived revenue or conducted business at any time during the two-year period prior to the date of the termination of my relationship with SenDEC. Should I obtain other employment during my employment with SenDEC or the Company or during the Restricted Period, recruitment or hiring of any person engaged by I agree to provide written notification to the Company as an employeeto the name and address of my new employer, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Companyposition that I expect to hold, and after termination a general description of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensationmy duties and responsibilities, paid at least three (3) business days prior to Employee after the Term of Employment, starting such employment; provided that if the Companyforegoing shall not be interpreted to require, in violation of the provisions of this Agreementand I agree that I will not, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), provide to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time SenDEC any proprietary technical information or customers information belonging to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlmy new employer.

Covenant Not to Compete. I agree that during the course of my employment and for a period of twelve (a12) Subject to months immediately following the provisions termination of Section 6(c) belowmy relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company: (i) serve as a partner, he will not solicitprincipal, recruit or hirelicensor, or assist any personlicensee, or entity in the solicitationemployee, recruitment or hiring of any person engaged by the Company as an employeeconsultant, officer, director director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or consultant; and otherwise for (cexcept for passive ownership of one percent (1%) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment or less of any cash severance compensation entity whose securities have been registered under the Securities Act of 1933, as amended, or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation Section 12 of the provisions Securities Exchange Act of 1934, as amended); (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of; or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate myself with, any business whose business, products or operations are in any respect involved in the Covered Business. For purposes of this Agreement, refuses “Covered Business” shall mean any business in which the Company is engaged or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts which the Company has plans to be paid by engaged, or any service that the Company hereunderprovides or has plans to provide. The foregoing covenant shall cover my activities in every part of the Territory. For purposes of this Agreement, “Territory” shall mean: (i) all counties in the Commonwealth of Pennsylvania; (ii) all other states of the United States of America in which the Company provided goods or services, had customers, or if there has been a “Change otherwise conducted business at any time during the two-year period prior to the date of Control,” as defined in the termination of my relationship with the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) ; and (biii) above shall have no further force any other countries from which the Company maintains non-trivial operations or facilities, provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company. Should I obtain other employment during my employment with the Company or within twelve (12) months immediately following the termination of my relationship with the Company, I agree to provide written notification to the Company as to the name and effect after address of my new employer, the position that I expect to hold, and a general description of my duties and responsibilities, at least three (3) business days prior to starting such failure to pay or Change of Controlemployment.

Covenant Not to Compete. I agree that during the course of my employment, and for a period of twelve (a12) Subject to months immediately following the provisions termination of Section 6(c) belowmy relationship with the Company if I resign voluntarily without Good Reason or if I am terminated by the Company involuntarily with ▇▇▇▇▇, I will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicitwhether paid or not: (i) serve as a partner, recruit or hireprincipal, or assist any personlicensor, or entity in the solicitationlicensee, recruitment or hiring of any person engaged by the Company as an employee, consultant, officer, director director, manager, agent, representative, advisor, promoter, associate, investor, or consultant; and otherwise for (cexcept for passive ownership of one percent (1%) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment or less of any cash severance compensation entity whose securities have been registered under the Securities Act of 1933, as amended, or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation Section 12 of the provisions Securities Exchange Act of 1934, as amended); (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of; or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in any business whose business, products or operations are in any respect involved in the Covered Business. For purposes of this Agreement, refuses “Covered Business” shall mean any business in which the Company is engaged or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts which the Company has plans to be paid by engaged, or any service that the Company hereunderprovides or has plans to provide. The foregoing covenant shall cover my activities in every part of the Territory. “Territory” shall mean (i) all counties in the State of New Hampshire; (ii) all other states of the United States of America in which the Company provided goods or services, had customers, or if there has been a “Change otherwise conducted business at any time during the two-year period prior to the date of Control,” as defined in the termination of my relationship with the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) ; and (biii) above shall have no further force any other countries from which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company. Should I obtain other employment during my employment with the Company, or within twelve (12) months immediately following the termination of my relationship with the Company if this Section 8.A is in effect, I agree to provide written notification to the Company as to the name and effect after address of my new employer, the position that I expect to hold, and a general description of my duties and responsibilities, at least three (3) business days prior to starting such failure to pay or Change of Controlemployment.

Covenant Not to Compete. (a) Subject The Executive acknowledges that, as a key management employee, the Executive will be involved, on a high level, in the development, implementation and management of the Company's strategies and plans, including those which involve the Company's finances, research, marketing, planning, operations, industrial relations and acquisitions, and that he will have access to Confidential Information, as defined in Section 10. By virtue of the Executive's unique and sensitive position and special background, employment of the Executive by a competitor of the Company represents a serious competitive danger to the provisions of Section 6(c) belowCompany, without and the express prior written consent use of the Corporate Governance Committee Executive's talent and knowledge and information about the Company's business, strategies and plans can and would constitute a valuable competitive advantage over the Company. In view of the Boardforegoing, Employee the Executive covenants and agrees that, if the Executive's employment is terminated (i) by the Company in breach of this Agreement, (ii) pursuant to an event constituting Good Reason or (iii) under any other circumstances, then, for a period of two years in the case of clauses (i) and (ii) of this sentence, and for a period of one year in the case of clause (iii) of this sentence, after the Date of Termination (the "Non-Compete Period"), the Executive will not serve engage or be engaged, in any capacity, directly or indirectly, including but not limited to, as an employee, officeragent, director or consultant, manager, executive, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded companyenterprise) in or on behalf of any person, firm, corporation, association or other business entity whose activities directly compete anywhere in North America which is engaged in direct competition with the activities any business of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions Date of Termination which had revenues of ten percent (10%) or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf more of the Company; 's consolidated revenues for the four most completed fiscal quarters (b) Subject a business meeting this requirement shall be referred to as a "Competitor").If any court determines that the provisions of (c) of covenant not to compete contained in this section, without the express prior written consent of the Company, he will not solicit, recruit or hireSection 9, or assist any personpart hereof, is unenforceable, such court shall have the power to reduce the duration or scope of such provision, or entity in the solicitation, recruitment or hiring of make any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employmentchanges, provided that if such changes are as close to the Companyterms hereof as possible and, in violation of the provisions of this Agreementits reduced form, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlprovision SHALL THEN BE ENFORCEABLE.

Covenant Not to Compete. I agree that during the course of my employment and for a period of twelve (a12) Subject to months immediately following the provisions termination of Section 6(c) belowmy relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company: (i) serve as a partner, he will not solicitprincipal, recruit or hirelicensor, or assist any personlicensee, or entity in the solicitationemployee, recruitment or hiring of any person engaged by the Company as an employeeconsultant, officer, director director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or consultantotherwise for; and (cii) Employee’s obligations under Sections 6(adirectly or indirectly, own, purchase, organize or take preparatory steps for the organization of; or (iii) and (b) above shall continue build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in force during all periods of Employee’s employment by or affiliate myself with, any business whose business, products or operations are in any respect involved in the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions Covered Business. For purposes of this Agreement, refuses “Covered Business” shall mean any business in which the Company or fails, within 60 days after written demand from Employee (unless an arbitral SimplifyVMS is engaged or court proceeding is being pursued in good faith), to pay Employee amounts which the Company or SimplifyVMS has plans to be paid by engaged, or any service that the Company hereunderor SimplifyVMS provides or has plans to provide. The foregoing covenant shall cover my activities in every part of the Territory. For purposes of this Agreement, if I am not a salesperson, “Territory” shall mean: (i) all states of India and the United States of America in which the Company or its parent company, SimplifyVMS provided goods or services, had customers, or if there has been otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company; and (ii) any other countries, including, but not limited to India, from which the Company or its parent company, SimplifyVMS maintains non-trivial operations or facilities, provided goods or Regd. Office: AWFIS, N Heights, 4th Floor, Hi-tech City, Hyderabad-500081, Telangana services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company. If I am a salesperson, “Change of Control,Territory” as defined means all states in the United States where I (i) sold goods or services of the Company or Simplify to customers of the Company or SimplifyVMS; or (ii) tried to sell goods or services of the Company or SimplifyVMS to prospective customers; or (iii) was instructed to sell or try to sell goods of services of the Company or SimplifyVMS. Should I obtain other employment during my employment with the Company or within twelve (12) months immediately following the termination of my relationship with the Company’s Change , I agree to provide written notification to the Company as to the name and address of Control Severance Plan dated November 4my new employer, 2008 the position that I expect to hold, and a general description of my duties and responsibilities, at least three (“COC Severance Plan”), as 3) business days prior to starting such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlemployment.

Covenant Not to Compete. (a) Subject During the Restricted Period (as hereinafter defined), Employee shall not, directly or indirectly, engage in any business anywhere in the Restricted Territory (as hereinafter defined) either as a stockholder, officer, manager, employee, agent, representative, consultant, partner, member, proprietor or principal in any other capacity, in any business engaged in the assembly, distribution and sale of liquid crystals and similar products used for high definition television and such other uses and applications as the Company or any of its Affiliates implements during the Restricted Period and all business activities related thereto (the "RESTRICTED ACTIVITIES"), or directly or indirectly, own any interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as a partner, stockholder, member, proprietor, other principal, employee, agent, representative, consultant or otherwise, any person that otherwise competes with respect to the provisions Restricted Activities with the Company or such Affiliates. (b) As a separate and independent covenant, Employee further agrees with the Company that, during the Employment Term and for a period of Section 6(c) belowone year thereafter, Employee will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not in any way, directly or indirectly, for the purpose of conducting or engaging in the Restricted Activities, solicit, recruit advise or hireotherwise do, or assist attempt to do, business with any personcustomers of the Company or its Affiliates with whom the Company or its Affiliates has had or had any dealings during the two (2) year period immediately preceding such solicitation or take away or interfere, influence or attempt to interfere with or influence any employee (or person who was an employee during the one (1) year period preceding the date of attempted hiring or recruitment), customer, trade, business or patronage of the Company or its Affiliates, or entity in induce or attempt to induce any of them to leave the solicitationemploy of the Company or its Affiliates, recruitment or hiring violate the terms of their contracts, or any employment arrangements, with the Company or its Affiliates. Notwithstanding anything herein to the contrary, the ownership by Employee of not more than three percent (3%) of any person engaged by class of outstanding securities of an issuer listed on a national securities exchange or regularly traded on either of the Company as an employee, officer, director two NASDAQ markets shall not constitute a violation of Sections 9(a) or consultant; and9(b) hereof. (c) Employee’s obligations under Employee agrees that remedies at law for any breach by Employee of the covenants contained in Section 8 and this Section 9 will be inadequate, and that, in the event of a violation of the covenants therein, in addition to any and all legal and equitable remedies which may be available to the Company and its Affiliates, such covenants may be enforced by an injunction in a suit in equity, without the necessity of proving actual damage and without posting bond or other undertaking therefor. If any other provision of Section 8 and/or this Section 9 shall be deemed by an appropriate court to be unenforceable for any reason, then such court shall be empowered to substitute, to the extent enforceable, provisions similar thereto or other provisions so as to provide the Company and its Affiliates to the fullest extent permitted by applicable law, the benefits intended by Section 8 and this Section 9. Employee acknowledges that the covenants contained in this Section 9 are intended by the parties to be in addition to, and not in lieu or in limitation of, any other agreement or covenant between Employee and the Company. Each of the provisions of Sections 6(a) 8 and (b) above 9 hereof shall continue in force during all periods survive the termination of this Agreement and the termination of Employee’s 's employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Control.

Covenant Not to Compete. (a) Subject to I acknowledge and agree that the provisions Company is engaged in a highly competitive business and that by virtue of Section 6(c) belowthe position in which I am employed, my engaging in any business, which is directly competitive with the Company, will cause it great and irreparable harm. Consequently, I covenant and agree that so long as I am employed by the Company and for a period of one year after the termination of my employment with the Company, whether such termination is voluntary or involuntary, I shall not, without the express prior written consent of the Corporate Governance Committee Board of the BoardCompany, Employee compete with the Company or with respect to any products or services of the Company (including planned products and/or technology being developed for products or services) for which I had any research, development, manufacturing, marketing, sales, service, reimbursement or clinical responsibility as of the date of my termination (collectively referred to as the “Restricted Products”). My agreement not to compete shall apply to all geographic areas in which the Company markets or plans to market the Restricted Products at the time of my termination. b) For purposes of this paragraph only, I will be deemed to compete with the Company, if alone or together with any other person or entity, directly or indirectly, I engage in research, development, manufacturing, marketing, sales, service or clinical education activity with respect to any product (or technology) that resembles, is comparable to, or functions in essentially the same manner as (or is being developed to do so), any of the Restricted Products (such activities constituting “Competitive Activity”). c) I shall not serve as financially support in any manner, or be a proprietor, a director, an officer, an employee, officeran agent, director or consultanta partner, or in any other similar capacity or make investments a shareholder (other than open market investments in no more ownership of less than five percent two (52%) percent of the outstanding stock voting securities of any publicly entity whose voting securities are traded companyon a securities exchange; provided that any of the other restrictions contained in this sentence are not applicable) in or on behalf of a lender to, or otherwise promote, any business, enterprise, person, firm, corporation, partnership, association or other entity whose activities directly compete that engages in a Competitive Activity with the activities Company with respect to Restricted Products. d) In connection with my agreement not to compete, I also agree that if I accept employment with an organization that engages in Competitive Activity within one year or less after termination of the Company then existing (during all periods of Employee’s my employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he both I and the organization will provide to the Company prior to the commencement of my employment with the organization assurances satisfactory to the Company that I will not solicit, recruit or hire, or assist render any person, or entity in services to the solicitation, recruitment or hiring of organization that would cause me to violate any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions provision of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlagreement.

Covenant Not to Compete. Executive agrees for a period of twelve (a12) Subject to months immediately following the provisions of Section 6(c) belowTermination Date, Executive will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicitwhether paid or not: (i) serve as a partner, recruit or hireprincipal, or assist any personlicensor, or entity in the solicitationlicensee, recruitment or hiring of any person engaged by the Company as an employee, consultant, officer, director director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or consultant; and otherwise for, (cii) Employee’s obligations under Sections 6(adirectly or indirectly, own, purchase, organize or take preparatory steps for the organization of, or (iii) and (b) above shall continue build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in force during all periods of Employee’s employment by or affiliate himself with, any business whose business, products or operations are in any respect involved in the Company, and after termination of employment for a period ending with Covered Business. For the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions purposes of this Agreement, refuses “Covered Business” shall mean the business in which the Company is currently engaged, specifically the manufacture and development of long duration energy storage batteries, or failsin which the Company has plans to be engaged, within 60 days after written demand or any service that the Company provides or has plans to provide as of the date hereof. The foregoing covenant shall cover Executive’s activities in every part of the Territory. “Territory” shall mean (i) all counties in the State of Oregon; (ii) all other states of the United States of America in which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the Termination Date; and (iii) any other countries from Employee (unless an arbitral which the Company provided goods or court proceeding services, had customers, or otherwise conducted business at any time during the two-year period prior to the Termination Date. Executive acknowledges that Executive will derive significant value from the consideration set forth in this Agreement and Executive acknowledges that his obligations not to compete is being pursued in good faith)necessary to protect Company confidential information and, consequently, to pay Employee amounts preserve the value and goodwill of the Company. Executive also acknowledges that the time, geographic and scope limitations of his obligations set forth herein are fair and reasonable in all respects, especially in light of the Company’s need to protect Company confidential information and the international scope and nature of the Company’s business, and that Executive will not be paid precluded from gainful employment if Executive is obligated not to compete with the Company as set forth herein. In the event of Executive’s breach or violation of this Section 13, or good faith allegation by the Company hereunderof Executive’s breach or violation of this Section 13, the restricted periods set forth in this Section 13 shall be tolled until such breach or violation, or if there dispute related to an allegation by the Company that Executive has breached or violated this Section 13, has been a “Change of Control,” duly cured or resolved, as defined applicable. In the event that the provisions above are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law. In the event that the applicable court or arbitrator does not exercise the power granted to it in the Company’s Change prior sentence, Executive and the Company 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 Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay invalid or Change of Controlunenforceable term.

Covenant Not to Compete. I agree that during the course of my employment and for a period of twelve (a12) Subject months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, in the same or similar role or scope as during my employment with the Company or in a role in which I directly or indirectly contribute my knowledge related to the provisions of Section 6(c) belowCovered Business, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicitwhether paid or not: (i) serve as a partner, recruit or hireprincipal, or assist any personlicensor, or entity in the solicitationlicensee, recruitment or hiring of any person engaged by the Company as an employee, consultant, officer, director director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or consultant; and otherwise for (cexcept for passive ownership of one percent (1%) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment or less of any cash severance compensation entity whose securities have been registered under the Securities Act of 1933, as amended, or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation Section 12 of the provisions Securities Exchange Act of 1934, as amended); (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of; or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate myself with, any business whose business, products or operations are in any respect involved in the Covered Business. For purposes of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued “Covered Business” shall mean any business in good faith), to pay Employee amounts to be paid by which the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4subsidiary, 2008 BlackSky Global, LLC (“COC Severance PlanBlackSky”), as such definition therein may is engaged or in which the Company or BlackSky has plans to be modified by duly adopted amendments thereto from engaged, or any service that the Company or BlackSky provides or has plans to provide. The foregoing covenant shall cover my activities in every part of the Territory. For purposes of this Agreement, “Territory” shall mean: (i) all counties in the Commonwealth of Virginia; (ii) all other states, commonwealths, or districts of the United States of America in which the Company or BlackSky provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to time, then the provisions date of Sections 6(a) the termination of my relationship with the Company; and (biii) above shall have no further force any other countries from which the Company or BlackSky maintains non-trivial operations or facilities, provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company. Should I obtain other employment during my employment with the Company or within twelve (12) months immediately following the termination of my relationship with the Company, I agree to provide written notification to the Company as to the name and effect after address of my new employer, the position that I expect to hold, and a general description of my duties and responsibilities, at least three (3) business days prior to starting such failure to pay or Change of Controlemployment.

Covenant Not to Compete. (a) Subject In partial consideration for the Company's agreement to provide Employee access to Confidential Information and the provisions other benefits provided by this Agreement, Employee agrees that while employed by the Company and until the later to occur of Section 6(cone (1) belowyear after the termination of such employment (for any reason) or the date on which the Company is no longer obligated to make payments to Employee under this Agreement (the "Restricted Period"), without Employee shall not, unless Employee receives the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, officerpartner, director stockholder, consultant or consultantotherwise, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of Person that competes with any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities member of the Company then existing Group in the (during all periods i) purchasing, selling, brokering or marketing of Employee’s employment by natural gas, including, without limitation, locating buyers and sellers, preparing and negotiating purchase and sales contracts with the Company)natural gas producers from which any member of the Company Group purchased natural gas, or contemplated any customer of any member of the Company Group to which such member has sold gas during the 12-month period preceding the termination of such employment; (ii) the gathering, treating, processing, and/or transporting natural gas within a ten (10) mile radius of any plant, equipment or facilities owned, leased (as lessor or lessee) or operated by any member of the Company Group as of the date he last worked of the termination of such employment; (iii) treating of natural gas for the removal of carbon dioxide, hydrogen sulfide, or other contaminants in the states of Texas, Louisiana, Oklahoma and any state in which any member of the Company Group owns or operates a natural gas treating facility as of the date of the termination of such employment; (iv) brokering, marketing, purchase for resale, purchase for inventory (i.e., any purchase other than immediate use in projects not otherwise restricted under the terms hereof), sale or lease (as lessor) of new or used equipment for treating natural gas for the removal of carbon dioxide, hydrogen sulfide, or other contaminant; and (v) owning or operating of a business or facility that is engaged or will engage in the business of fabricating new or refurbishing used amine-treating facilities; provided, however, that following Employee's termination of employment the foregoing restriction shall apply only to (A) those areas where any member of the Company Group was actually doing business on the Company’s behalf pursuant date of such termination of employment and (B) those areas in respect of which any member of the Company Group actively and diligently conducted at any time during the 12-month period ended on such date of termination an analysis to this Agreement)determine whether or not it would commence doing business in such areas but, as in the case of each such area the foregoing restriction shall cease to apply when each member of the Company Group ceases to actively conduct business (disregarding any temporary stoppages) in such area or, if applicable, abandons its intent to conduct business in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;area. (b) Subject to Employee has carefully read and considered the provisions of this Section 5.2 and, having done so, agrees that the restrictions set forth in this Section 5.2 (cincluding the Restricted Period, scope of activity to be restrained and the geographical scope) of this section, without are fair and reasonable and are reasonably required for the express prior written consent protection of the Companyinterests of the Company Group and their respective officers, directors, employees, creditors, partners, members and stockholders. Employee understands that the restrictions contained in this Section 5.2 may limit his ability to engage in a business similar to the business of any member of the Company Group, but acknowledges that he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by receive sufficiently high remuneration and other benefits from the Company as an employee, officer, director or consultant; andhereunder to justify such restrictions. (c) Employee’s obligations under Sections 6(aDuring the Restricted Period, Employee shall not, whether for his own account or for the account of any other Person (excluding the members of the Company Group), intentionally (i) and solicit, endeavor to entice or induce any employee of any member of the Company Group to terminate his employment with such member or accept employment with anyone else or (bii) above shall continue interfere in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending similar manner with the date business of final payment the Company Group. (d) It is specifically agreed that the Restricted Period, during which the agreements and covenants of Employee made herein shall be effective, shall be computed by excluding from such computation any cash severance compensation or other post-employment cash compensation, paid to time which Employee after the Term of Employment, provided that if the Company, is in violation of the provisions any provision of this AgreementSection 5.2. (e) In the event that any provision of this Section 5.2 relating to the Restricted Period and/or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid the Restricted Period and/or areas of restriction deemed reasonable and enforceable by the Company hereunder, or if there has been a “Change of Control,” as defined in court shall become and thereafter be the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from maximum time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlperiod and/or areas.

Covenant Not to Compete. (ai) Subject In further consideration of the compensation to be paid to the provisions Executive hereunder, the Executive acknowledges that during the course of Section 6(chis employment with the Company he shall become familiar with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique and extraordinary value to the Company, and therefore, the Executive agrees that during the Term of Employment and for a period of twelve (12) belowmonths thereafter (the “Noncompete Period”), without the express prior written consent of the Corporate Governance Committee of the Board, Employee will Executive shall not serve directly or indirectly (whether as an employee, officer, director or consultant, investor, independent contractor, or director): (A) engage, enter into or attempt to enter into, or manage, control, participate in, consult with, render services for, or be employed by, a Restricted Business (as defined below) that directly or indirectly competes with the Company or any of its Subsidiaries in the United States or other jurisdictions in which the Company or any other similar capacity of its Subsidiaries conducts or make investments is developing business or has demonstrable plans to conduct business; provided, however, that this clause (other than open market investments in no A) shall not apply following the expiration of the Term of Employment as a result of a notice from the Company or the Executive pursuant to Section 2; provided, further, that nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of a corporation that is publicly traded companytraded, so long as the Executive has no active participation in the business of such corporation; or (B) in (i) induce or on behalf of attempt to persuade any personformer or then-current employee, firmagent, corporationmanager, association consultant, director, customer, counterparty or other entity whose activities directly compete with the activities business relationship of the Company then or any of its Subsidiaries to terminate such employment or other relationship (including, without limitation, by making any negative or disparaging statements or communications regarding the Company or any of its Subsidiaries) or (ii) hire any Person who was an employee of the Company or any of its Subsidiaries within the 12 month period prior to the Termination Date. (ii) For the purposes of this Section 13, a “Restricted Business” shall mean a financial guaranty insurance, specialized surety, credit derivative and/or structured finance business, whether existing (during all periods of Employee’s employment by the Company)or to be formed and without regard to its claims-paying ability, or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in any other business which the Company or any of its Subsidiaries conducts or is active developing or as to which it has begun study or analysis, where such employment may involve working considering for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force development during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if Employment or on the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of ControlTermination Date.

Covenant Not to Compete. (a) Subject For and in consideration of Associate's Covenant Not to Compete as set forth in this Paragraph 9 and as consideration for the provisions of Section 6(cParagraph 10 (Covenant Not to Solicit), the Bank shall pay to Associate the amount of Four Hundred Thousand and No/100 Dollars ($400,000.00), gross, payable on or after the Retirement Date or the Effective Date (as defined in Paragraph 12), whichever is later, and four (4) belowadditional payments in the amount of Six Hundred Thousand and No/100 Dollars ($600,000.00), without gross, to be paid on an annual basis, with the express prior written consent first such payment to be made on March 1, 2009, and each successive payment to be made on the first day of the Corporate Governance Committee March thereafter, until either (i) a material breach of the Boardthis Agreement by Associate, Employee will not serve as an employee, officer, director or consultant(ii) Associate's death, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%iii) of the outstanding stock of any publicly traded company) in or on behalf of any personMarch 1, firm2012, corporationwhichever first occurs; provided, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company)however, or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions Bank elects to terminate payments pursuant to subsection 9(i) of this Agreement, refuses the Bank may only do so after first complying with the notice and mediation provisions of paragraph 14 of this Agreement. Associate agrees not to become an officer or failsemployee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which the Bank or any entity of the BancShares Group is performing at the time of Associate's separation from service with the Bank, nor will Associate perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with the Bank or any entity of the BancShares Group, whether done directly or indirectly, in ownership, consultation, employment or otherwise. This Covenant Not to Compete by Associate is limited to the geographic area consisting of each county or like jurisdictional entity in which either the Bank or any entity within 60 days after written demand the BancShares Group shall maintain a banking or other business office at the time of Associate's separation from Employee (unless an arbitral or court proceeding is being pursued in good faith)service, to pay Employee amounts shall exist for and during the term of all payments to be paid made under Paragraphs 9 and 10, whether made directly by the Company hereunderBank or as otherwise provided herein, and shall not prevent Associate from purchasing or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”)acquiring, as such definition therein may be modified by duly adopted amendments thereto from time to timean investor only, then a financial interest of less than 5% in a business or other entity which is in competition with the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of ControlBank.

Covenant Not to Compete. Employee hereby agrees that: (i) During the Term of Employment and until the later of (a) Subject the first (1st) anniversary of the date of termination of Employee’s employment whether by Employee’s resignation or by Employer’s termination of the relationship, and (b) such time as Employee is no longer receiving any payments from Employer pursuant to this Agreement (and as a condition to Employee receiving any such payments) (collectively, the “Non-Compete Period”), Employee shall not within the states of Texas, Louisiana and Wyoming, and Canada and Mexico (i) perform any duties similar in nature to the provisions of Section 6(c) below, without the express prior written consent duties performed by Employee for any of the Corporate Governance Committee Companies for any competitor of any of the BoardCompanies, Employee will not serve whether as an employee, officer, director or consultantprincipal, member, advisor, agent, partner, director, stockholder, owner, or consultation of such competitor, and for purposes of this Agreement, “competitor” means any entity engaged in the business of manufacture, remanufacture, sale and distribution of same or similar oilfield products and services to customers in the drilling and completion of new oil and gas w▇▇▇▇, the work-over of existing w▇▇▇▇ and (ii) compete against any other similar capacity acquisition or make investments development of any line of business, property, or project on which the Companies are then involved or which has been worked on or evaluated by Employee as part of his services for Employer during the preceding twelve (other 12) months and which are still being worked with or evaluated by Employer or any of the Companies. (ii) With respect to the preceding paragraph, Employee shall not be deemed to be an owner of a competitor of Employer or any of the Companies where Employee’s ownership interest is less than open market investments in no more than five one percent (51%) of the outstanding stock or membership units of a company whose securities are listed on a national exchange or quoted on the NASDAQ National Market System (iii) During the Term of Employment and during the Non-Compete Period, and as a condition to Employee receiving any payments from Employer pursuant to this Agreement to which Employee otherwise would not have been entitled after Employee is no longer employed by Employer, Employee shall not: (A) solicit or employ any person for employment by Employee or Employee’s employer if such person is (i) employed by Employer or any of the Companies at that time, or (ii) who has left the employment of any publicly traded companyof the Companies for sixty (60) in days or on behalf less, for any employment position or investment opportunity where such position or opportunity would either interfere with or compete against the activities or businesses of Employer or any of the Companies. (B) otherwise induce any person to discontinue his or her employment with Employer or any of the Companies. (C) request any present or future customer or supplier of Employer or any of the Companies to curtail or cancel its business with Employer or any of the Companies, or (D) unless otherwise required by law, disclose to any person, firmfirm or corporation any details of organization or business affairs of Employer or any of the Companies, corporationany names of past or present customers of Employer or any of the Companies or any other non-public information concerning Employer or any of the Companies. (iv) Employee understands that the provisions of Sections 3.1, association 3.2 and 3.3 may limit his ability to earn a livelihood in a business similar to the business of Employer and the Companies, but as an executive officer of Employer and certain of the Companies, he nevertheless agrees and hereby acknowledges that: (A) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other entity whose activities directly compete with business interests of Employer and the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the CompanyCompanies; (bB) Subject such provisions contain reasonable limitations as to the provisions time and scope of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantactivity to be restrained; and (cC) the consideration provided hereunder, including without limitation of any amounts or benefits contemplated to be provided to Employee hereunder following Employee’s obligations under termination of employment other than for cause or by Employee’s resignation, is sufficient to compensate Employee for the restrictions contained in Sections 6(a3.1, 3.2, or 3.3 hereof. (v) In consideration of the foregoing, and (b) above shall continue in force during all periods light of Employee’s employment by the Companyeducation, skills, and after termination abilities, Employee agrees that he will not assert that, and it should not be considered that, any provisions of employment for a period ending with the date of final payment Sections 3.1, 3.2, or 3.3 hereof are otherwise void, voidable, or unenforceable or should be voided or held unenforceable. (vi) The unenforceability of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of specific covenant shall not affect the provisions of any other covenant. If it is judicially determined that any provision of this AgreementSection 3.3 or any part thereof is unenforceable under applicable law(s) (statute, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereundercommon law, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”otherwise), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions unenforceable portion shall be deemed to be modified to the extent necessary to render it enforceable, while leaving the remaining portions intact. Employee and the Employer further agree that in the event the said non-competition covenants should be held by any court or other constituted legal authority to be effective in any particular area or jurisdiction only if said covenant is modified to limit its duration or scope, then the parties shall thereupon consider such non-competition covenants to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of Sections 6(a) and (b) above any such court or other constituted legal authority, and, as to all other jurisdictions or political subdivisions thereof, the said non-competition covenant shall have no further remain in full force and effect after such failure as originally written. By agreeing to pay this contractual modification prospectively at this time, the parties intend to make Section 3.3 enforceable under the law(s) of all applicable states so that the entire agreement not to compete or Change to solicit and any other provisions of Controlthis Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal. Thus, if for any reason, the Agreement should be found to be unenforceable in one jurisdiction, the separate and severable covenants of Section 3.3 covering the other jurisdictions will remain in full force and effect. (vii) For the purposes of this Section 3, the business of the Employer is described as follows: Employer engages in the manufacture, remanufacture, sale and distribution of oilfield products and services to the oil and gas industry. Employer provides products and services through facilities located throughout North America and internationally (the “Business”).

Covenant Not to Compete. You acknowledge that in your capacity as President and Chief Executive Officer, and through other duties assigned to you hereunder, you will be the Company’s representative with third parties and that you will have access to confidential information about the Company and that you will have access to other “proprietary information” (as defined in Section 13) acquired by the Company and its affiliates at the expense of the Company or its affiliates for use in its business. american ▇▇▇▇▇▇▇▇▇.▇▇▇ • ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇ • phone: ▇▇▇-▇▇▇-▇▇▇▇ • fax: ▇▇▇-▇▇▇-▇▇▇▇ You also acknowledge that you have substantial experience in the online greetings business and possess special, unique and extraordinary skills and knowledge in this field. Your management and operational services to the Company are special, unique and extraordinary and the success or failure of the Company is dependent upon your discharge of your duties and obligations. The period of time commencing as of the date hereof and ending on the effective date of the termination of your employment under this or any successor Agreement shall be referred to as the “Employment Period.” Accordingly, by execution of this Agreement: (a) Subject to You agree that during the Employment Period and for a period of six months following your termination of employment for any reason (whether such termination shall be voluntary or involuntary) you shall not violate the provisions of Section 6(c) (b), below, without . You agree that the express prior written consent six month period referred to in the preceding sentence shall be extended by the number of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or days included in any other similar capacity period of time during which you are or make investments were engaged in activities constituting a breach of Section (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Companyb), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;. (b) Subject to During the provisions time period specified in Section (a), in the United States of (c) of this sectionAmerica you shall not directly or indirectly own, without operate, manage, consult with, control, participate in the express prior written consent management or control of, be employed by, maintain or continue any interest whatsoever in any direct competitor of the CompanyCompany (as defined above), he will other than through a passive ownership interest not solicit, recruit or hire, or assist any person, or entity in exceeding 5% of the solicitation, recruitment or hiring equity of any person engaged by the Company as an employee, officer, director or consultant; anda direct competitor. (c) Employee’s obligations under Sections 6(a) You expressly agree and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment acknowledge that this Section 12 is necessary for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change protection because of Control Severance Plan dated November 4the nature and scope of the Company’s business and your position with and services for the Company. Further, 2008 (“COC Severance Plan”)you acknowledge that, as in the event of your breach of this Section 12, money damages will not sufficiently compensate the Company for its injury caused thereby, and you accordingly agree that in addition to such definition therein money damages you may be modified restrained and enjoined from any continuing breach of this Section 12 without any bond or other security being required by duly adopted amendments thereto from any court. You acknowledge that any breach of this Section 12 would result in irreparable damage to the Company. (d) You expressly agree and acknowledge as follows: (1) This Section 12 is reasonable as to time and geographical area and does not place any unreasonable burden upon you. (2) The general public will not be harmed as a result of enforcement of this Section 12. (3) You have requested or have had the opportunity to time, then the provisions request that your personal legal counsel review this Section 12. (4) You understand and hereby agree to each and every term and condition of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlthis Section 12.

Covenant Not to Compete. In view of the fulfillment of Executive's obligations hereunder and (ai) Subject the unique and valuable services it is expected Executive will render to the Corporation, (ii) Executive's knowledge of the clients, trade secrets, and other proprietary information relating to the business of the Corporation and its customers and suppliers, and (iii) similar knowledge Executive has regarding the Corporation, and in consideration of the compensation to be received hereunder and as a condition to the performance by Corporation of its obligations under this Agreement, Executive agrees that if this Agreement is terminated due to Disability, Good Reason, a Change of Control or for Without Cause that for the period of one (l) year after the Date of Termination the Executive shall not directly or indirectly through any other person, firm or Corporation: (i) Compete with or be engaged in the same business or "participate in" any other business or organization which during such one year period competes with or is engaged in the same business as the Corporation, which business, for the purposes of this Agreement, will be limited to the area of "software execution control," "network license management control," and "data access control" within the computer industry, in any geographical area in which the Corporation conducts such business except that in each case the provisions of Section 6(c) below, without the express prior written consent of the Corporate Governance Committee of the Board, Employee this Article 10 will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no be deemed to be breached merely because Executive owns not more than five percent (5%) % of the outstanding common stock of a publicly owned corporation, or by membership upon any board of directors of a publicly traded company) in owned corporation where Executive attained such position during the Term and such position was deemed not to interfere with the terms of this Agreement. The term "participate in" shall mean: "directly or on behalf of indirectly, for his own benefit or for, with, or through any other person, firm, or corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company)own, manage, operate, control, loan money to, or contemplated (participate in the ownership, management, operation, or control of, or be connected as of the date he last worked on the Company’s behalf pursuant to this Agreement)a director, as applicableofficer, in those portions employee, partner, consultant, agent, independent contractor, or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or otherwise with, or assistingacquiesce in the use of his name." Executive will not directly or indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from Corporation any of its customers or employees. Executive will not directly or indirectly employ any person who, at any time up to such competitor with activities that are the same as or similar to activities Employee performed on behalf cessation, was an employee of the Company; (b) Subject to the provisions of (c) of this sectionCorporation, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for within a period ending with of one year after such person leaves the date employ of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided such Corporation. Executive agrees that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued Article 10 are necessary and reasonable to protect the Corporation in good faith), to pay Employee amounts the conduct of its business. If any restriction contained in this Article 10 shall be deemed to be paid by the Company hereunderinvalid, illegal, or if there has been a “Change unenforceable by reason of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4extent, 2008 (“COC Severance Plan”)duration, as such definition therein may be modified by duly adopted amendments thereto from time to timeor geographical scope thereof, or otherwise, then the provisions of Sections 6(a) and (b) above court making such determination shall have no further force the right to reduce such extent, duration, geographical scope, or other provisions hereof, and effect after in its reduced form such failure to pay or Change of Controlrestriction shall then be enforceable in the manner contemplated hereby.

Covenant Not to Compete. (a) Subject to During the provisions Employee's service hereunder and for a period of Section 6(ceighteen (18) belowmonths thereafter, without the express prior written consent regardless of the Corporate Governance Committee reason or method of termination, the Employee will not, directly or indirectly, for the Employee's own benefit or the benefit of any other person or entity: (i) solicit in any manner, seek to obtain, or service the business of any customer of the BoardCompany, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (bii) Subject to become an owner of any business, if such business competes with the provisions Company; (iii) become employed by or serve as an agent, independent contractor or representative of any business which competes with the Company; (civ) solicit the employment of this section, without the express prior written consent or hire any employee of the Company, he will not solicitor encourage any employee to terminate his or her employment with the Company; or (v) prepare in any manner to compete with the Company. (b) For purposes of this Agreement, recruit or hire, or assist a "customer" shall be deemed to be any person, business, partnership, proprietorship, firm, organization or entity corporation which has done business with the Company or which has been solicited or serviced in the solicitationany manner, recruitment directly or hiring of any person engaged indirectly, by the Company as an employeewithin eighteen (18) months prior to the date of the termination of the Employee, officerand the phrase "service the business of any customer" means the development, director modification, enhancement or consultant; andimprovement of any product or service offered by the Company or which is reasonably related to the products or services offered by the Company. The Employee hereby acknowledges that, by virtue of the Employee's position and access to information, the Employee will have advantageous familiarity and personal contacts with the Company's customers, wherever located, and that the restrictions contemplated hereby are reasonable for the protection of the Company's goodwill and customer base, and the Company's efforts in the development of such customers. (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by If the Company, and after termination of employment for a period ending Employee does not comply with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this AgreementSection 7, refuses or failsthe eighteen ( 18) month period of non-competition provided herein shall be tolled and deemed not to run during any period( s) of noncompliance, within 60 days after written demand from Employee the intention of the parties being to provide eighteen (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid 18) full months of non-competition by the Company hereunder, Employee after the termination or if there has been a “Change expiration of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlthis Agreement.

Covenant Not to Compete. It was a mandatory and material condition imposed by the Company and DYI for Employee to enter into this Agreement in connection with the Merger Agreement, the Success Fee Agreement and the other Merger Documentation by the Company and DYI in exchange for the Non-Compete Covenant not to compete contained herein, and in consideration of those agreements and the consideration provided for thereunder and herein. Employee agrees with the Company that during the period of his employment and for a period of two (a2) Subject to years following his termination of employment for any reason, whether by resignation (with or without good reason), termination by the provisions of Section 6(c) belowCompany for cause or without cause, without the express prior written consent of the Corporate Governance Committee of the Boardor any other reason whatsoever, Employee will not serve compete, whether directly or indirectly as an employeeowner, partner, shareholder, member, sole proprietor, consultant, manager, officer, director or consultant, or in any other similar capacity except as a passive investor without managerial responsibilities, with the Company Group in the ownership or make investments operation of ASC's or hospitals in (i) Houston, Texas, ▇▇▇▇▇▇ County, Texas, and in all contiguous counties, and (ii) in such other than open market investments counties (including all contiguous counties) where the Company Group or its affiliates own and/or operate, whether directly or indirectly, any ASC or hospital in no more than five percent (5%) the State of Texas or any other of the outstanding stock of any publicly traded companyforty-nine (49) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities states of the Company then existing (during all periods United States of America. In the event Employee voluntarily terminates his employment, he shall not be entitled to severance pay or any additional payments of consideration for this covenant not to compete. In the event Employee’s 's employment by is terminated without cause, he shall be entitled to the Company), or contemplated (consideration provided for in Section 8 and he shall be additionally entitled to his full Base Salary in effect as of the date he last worked on the Company’s behalf pursuant to this Agreement)of termination, as applicable, payable in those portions or areas of oil and gas basins monthly installments commencing in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; month seven (b7) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after following his termination of employment through the final month of this covenant not to compete. If Employee's employment is terminated for a period ending cause, Employee shall not be entitled to any severance benefits, and Employee's outstanding Options under the Stock Plan or any other benefits provided for thereunder including but not limited to restricted stock, stock appreciation rights, performance shares or cash bonus programs which are not then vested, exercised and paid in full will terminate and Employee shall receive no additional consideration for Employee's covenant not to compete. The Company or its legal successors or permitted assigns may waive its rights under this Section 15 and in that event Employee shall not be entitled to the consideration for the covenant not to compete specified in this Section 15 and may compete with the date of final payment of Company or Company Group in any cash severance compensation area or other post-employment cash compensationin any legal manner; provided, paid to Employee after the Term of Employmenthowever, provided that if the Company, in violation of the provisions and restrictions relating to the use or disclosure of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), Proprietary Information shall continue to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlapply.

Covenant Not to Compete. (a) Subject In consideration for the compensation provided for in this Agreement, and as a condition to the provisions performance by the Company of Section 6(c) below, without the express prior written consent of the Corporate Governance Committee of the Boardall obligations under this Agreement, Employee will agrees that during the Initial Employment Term or any Succeeding Employment Terms of this Agreement and for the period from the date of termination of Employee's employment through the first anniversary of such date (the "Non-compete Term"), Employee shall not serve as an employeedirectly or indirectly through any other person, officerfirm or corporation compete or "participate in" any other business or organization which during such period competes with the Company. The term "participate in" shall mean: "directly or indirectly, director for his own benefit or consultantfor, with, or in through any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, or corporation, association own, manage, operate, control, loan money to, or other entity whose activities directly compete with participate in the activities ownership, management, operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent or independent contractor, or acquiesce in the use of his name." Provided, however, the provisions of this Section 8.2 shall not apply in the event Employee's employment is terminated by the Company then existing pursuant to Section 6.1 hereof or otherwise without Cause and Employee is no longer receiving any payments from the Company pursuant to Section 6.5 hereof. Further provided, however, the provisions of this Section 8.2 shall be void in the event that (during all periods of Employee’s employment by i) the Company), Company fails in any material respect to pay the Base Salary when due or contemplated (as within one month of the date he last worked due, (ii) the Company fails to pay the principal on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which Note issued by the Company is active or as to Employee on the date hereof would which it has begun study or analysisconstitute an "Event of Default" under the Security Agreement, where such employment may involve working for or withdated the date hereof, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of among the Company, he will not solicit, recruit Employee and certain other parties or hire(iii) the Company fails to pay when due, or assist any personwithin 30 days thereafter, or entity the Additional Payout described in Section 1.10 of that Agreement and Plan of Merger, dated the solicitationdate hereof, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by among the Company, Employee and after termination of employment for certain other parties. Notwithstanding the foregoing, it shall not be a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation breach of the provisions of this Section 8.2 if, during or after the Non-compete Term of this Agreement, refuses Employee is a passive investor in any publicly held entity and Employee owns three (3%) percent or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by less of the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlequity interests therein.

Covenant Not to Compete. (a) Subject The Company and Employee acknowledge and agree that Employee's services will be of a special and unusual character which have a unique value to the provisions Company and OPEC, the loss of Section 6(c) belowwhich cannot be adequately compensated by damages in an action at law and, without if used in competition with the express prior written consent Company or OPEC, could cause serious harm to the Company and OPEC. Further, Employee and the Company also recognize that an important part of Employee's duties will be to develop good will for the Company and OPEC through Employee's personal contact with individual and group subscribers of the Corporate Governance Committee Company's services, participants, agents and other Persons having business relationships with the Company and OPEC, and that there is a danger that this good will, a proprietary asset of the BoardCompany and OPEC, may follow Employee if and when his relationship with the Company is terminated. Accordingly, Employee will not serve agrees that he shall not, during the time period that he is employed by the Company and for a period of one year from the date of the termination of such employment for any reason whatsoever, do any of the following: (i) directly or indirectly, solicit or otherwise contact any Person who then receives or has the right to receive or at any prior time received or had the right to receive from the Company's engineering services (a "Subscriber") for the purpose of seeking to obtain any such Subscriber as an employeea subscriber to or beneficiary of a similar business conducted by any Person other than the Company; (ii) directly or indirectly employ, hire or otherwise engage the services of or associate in any business with any Participant or other Person who is or has been employed by either the Company or OPEC, or any Affiliate of the Company or OPEC, unless such Participant or other Person shall have ceased to be employed by the Company or OPEC (as the case may be), or the Affiliate of the Company or OPEC, for at least one year, or (iii) engage, directly or indirectly, as a proprietor, stockholder, partner, director, officer, director employee, independent contractor or consultant, or otherwise in the business of providing services in competition with the Company in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins state in which the Company provides its services on the date Employee's employment with the Company is active or as to which it has begun study or analysisterminated for any reason whatsoever. For purposes of this Section 8.a, where such employment may involve working for or with"Person" means an individual, partnership, corporation, trust, unincorporated organization, government, or assisting, agency or political subdivision of a government and "Affiliate" has the meaning ascribed to such competitor with activities that are term in Rule 405 promulgated under the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”)Securities Act, as such definition therein may be modified by duly adopted amendments thereto from time to time, then rule is in effect on the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controldate hereof.

Covenant Not to Compete. (a) Subject Executive agrees that, while Executive is employed by the Company under this Agreement and for a period of one year thereafter, he will not: (i) except with the express written consent of the Board, either directly or indirectly, for himself or on behalf or in conjunction with any other person, partnership, corporation or other entity, own, maintain, engage in, render any services for, manage, contact, have any financial interest in, or permit his name to be used in connection with, any copier/office equipment dealer business which then competes with the Company or its subsidiaries or any business in which the Company has entertained discussions to acquire such business prior to the date that Executive's employment hereunder is terminated; provided, however, that notwithstanding the foregoing, Executive may during such period (a) own up to 1% of the outstanding voting securities of any publicly- held company and (b) resume his consulting business in the manner now conducted by him; and (ii) solicit any current or prospective customers of the Company in any market in which the Company or its subsidiaries are engaged or have firm plans to enter within six months after the date that Executive's employment hereunder is terminated; (iii) make any remarks, statements, speeches or any other written or oral communication to any person or the public which would in any way disparage, criticize, embarrass, slander, libel or otherwise be derogatory to the Company and its subsidiaries, or their employees, officers or directors or to GTCR and its Affiliates. (b) If, at the time of enforcement of any provision of Section 1.8(a) above, a court holds that the restrictions stated therein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances will be substituted for the stated period, scope or area. (c) In the event of a breach by Executive of the provisions of Section 6(c1.8(a) belowabove, without the express prior written consent Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association competent jurisdiction for specific performance and/or injunctive or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), relief in order to enforce or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist prevent any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation violations of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlthereof.

Covenant Not to Compete. During the two years following the end of the Executive's employment by the Company (the "Covenant Period"): (a) Subject to the provisions of Section 6(c) belowThe Executive agrees that he will not, without the express prior written consent of the Corporate Governance Committee of the Boarddirectly or indirectly, Employee will not serve as an employeea partner, officer, director or employee, director, stockholder, proprietor, consultant, representative, agent or otherwise become or be interested in, or associate with or render assistance to (i) any person engaged in the ownership, operation and/or management of any water park, amusement park, theme park, marine or wildlife park, outdoor mini-theme park or family amusement or entertainment center (collectively, "Parks") located within the United States of America (or in the event the Company owns or otherwise operates any other similar capacity Park outside the United States of America, in any location within a 250 mile radius of such location) or make investments (other than open market investments ii) if during the Term, the Company commences any line of business, in no more than five percent (5%) addition to the ownership, operation and/or management of Parks, and if, during the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities last full fiscal year of the Company then existing (during all periods preceding the date of Employee’s employment by the termination of the Executive's employment, such other line of business accounted for at least 10% of the Company)'s revenue during such year, or contemplated (as any person engaged in such other line of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas business within a 250 mile radius of oil and gas basins in any location at which the Company is active or as to which it has begun study or analysisthen engaged therein. The foregoing provisions shall not, where such employment may involve working for or withhowever, or assisting, such competitor prohibit the ownership by any Executive of securities in accordance with activities that are the same as or similar to activities Employee performed on behalf of the Company;Section 4(c)(i). (b) Subject to The Executive agrees that he will not, directly or indirectly, during the provisions Covenant Period, for his own benefit or for the benefit of any other person knowingly solicit the professional services of any employee of the Company or any Subsidiary or any person who had been such an employee within three months prior thereto or otherwise interfere with the relationship between the Company or any Subsidiary and any of such persons. (c) of this sectionThe Executive recognizes and acknowledges that, without the express prior written consent of in connection with his employment with the Company, he has had and will continue to have access to valuable trade secrets and confidential information of the Company and its Subsidiaries and Affiliates including, but not limited to, customer and supplier lists, business methods and processes, marketing, promotional, pricing and financial information and data relating to employees and agents (collectively, "Confidential Information") and that such Confidential Information is being made available to the Executive only in connection with the furtherance of his employment with the Company. The Executive agrees that during the Term and thereafter, he will not solicit, recruit use or hire, or assist disclose any of such Confidential Information to any person, except that disclosure of Confidential Information will be permitted: (i) to the Company, its Subsidiaries and Affiliates and their respective advisors; (ii) if such Confidential Information has previously become available to the public through no fault of the Executive; (iii) if required by any court or entity in governmental agency or body or is otherwise required by law; (iv) if necessary to establish or assert the solicitation, recruitment rights of the Executive hereunder; or hiring of any person engaged (v) if expressly consented to by the Company as an employee, officer, director or consultant; andCompany. (cd) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods The parties agree that a violation of Employee’s employment by the foregoing agreements not to compete or disclose, or any provision thereof, will cause irreparable damage to the Company, and after termination the Company shall be entitled (without any requirement of employment for posting a period ending with the date of final payment of any cash severance compensation bond or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Companysecurity), in violation addition to any other rights and remedies which it may have, at law or in equity, to an injunction enjoining and restraining the Executive from doing or continuing to do any such act or any other violations or threatened violations of this Section 13. (e) The Executive acknowledges and agrees that the restrictive covenants set forth in this Section 13 (the "Restrictive Covenants") are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunderRestrictive Covenants, or if there has been a “Change any part thereof, is invalid or unenforceable, the remainder of Control,” as defined in the Company’s Change Restrictive Covenants shall not thereby be affected and shall be given full force and effect, without regard to the invalid or unenforceable parts. (f) If any court determines that any of Control Severance Plan dated November 4the Restrictive Covenants, 2008 (“COC Severance Plan”)or any part thereof, as is invalid or unenforceable for any reason, such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above court shall have no further force the power to modify such Restrictive Covenant, or any part thereof, and, in its modified form, such Restrictive Covenant shall then be valid and effect after such failure to pay or Change of Controlenforceable.

Covenant Not to Compete. I agree that during the course of my employment and for a period of twelve (a12) Subject to months immediately following the provisions termination of Section 6(c) belowmy relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company: (i) serve as a partner, he will not solicitprincipal, recruit or hirelicensor, or assist any personlicensee, or entity in the solicitationemployee, recruitment or hiring of any person engaged by the Company as an employeeconsultant, officer, director director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or consultant; and otherwise for (cexcept for passive ownership of one percent (1%) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment or less of any cash severance compensation entity whose securities have been registered under the Securities Act of 1933, as amended, or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation Section 12 of the provisions Securities Exchange Act of 1934, as amended); (ii) directly or indirectly, own, purchase, organize or take preparatory steps for the organization of; or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate myself with, any business whose business, products or operations are in any respect involved in the Covered Business. For purposes of this Agreement, refuses “Covered Business” shall mean any business in which the Company is engaged or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts which the Company has plans to be paid by engaged, or any service that the Company hereunderprovides or has plans to provide at the time of my departure, including without limitation, any business that is engaged in researching, designing, developing, manufacturing, marketing and/or sales of medical devices for regional delivery and therapeutics used in that delivery to treat solid tumors. The foregoing covenant shall cover my activities in every part of the Territory. For purposes of this Agreement, “Territory” shall mean: all counties in the state in which I primarily perform services for Company; (ii) all other states of the United States of America in which Company, with my involvement in some capacity, including, without limitation, my having knowledge of Company Confidential Information related thereto, provided goods or services, had customers, or if there has been a “Change otherwise conducted business at any time during the two-year period prior to the date of Control,” as defined in the termination of my relationship with Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) ; and (biii) above shall have no further force and effect after such failure any other countries (including China) from which Company provided goods or services, had customers, or otherwise conducted business, with my involvement in some capacity, including, without limitation, my having knowledge of Company Confidential Information related thereto, at any time during the two-year period prior to pay or Change the date of Controlthe termination of my relationship with Company.

Covenant Not to Compete. I agree that during the course of my employment and for a period of twelve (a12) Subject to months immediately following the provisions termination of Section 6(c) belowmy relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company: (i) serve as a partner, he will not solicitprincipal, recruit or hirelicensor, or assist any personlicensee, or entity in the solicitationemployee, recruitment or hiring of any person engaged by the Company as an employeeconsultant, officer, director director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or consultantotherwise for; and (cii) Employee’s obligations under Sections 6(adirectly or indirectly, own, purchase, organize or take preparatory steps for the organization of; or (iii) and (b) above shall continue build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in force during all periods of Employee’s employment by or affiliate myself with, any business whose business, products or operations are in any respect involved in the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions Covered Business. For purposes of this Agreement, refuses “Covered Business” shall mean any business in which the Company or fails, within 60 days after written demand from Employee (unless an arbitral SimplifyVMS is engaged or court proceeding is being pursued in good faith), to pay Employee amounts which the Company or SimplifyVMS has plans to be paid by engaged, or any service that the Company hereunderor SimplifyVMS provides or has plans to provide. The foregoing covenant shall cover my activities in every part of the Territory. For purposes of this Agreement, if I am not a salesperson, “Territory” shall mean: (i) all states of India and the United States of America in which the Company or its parent company, SimplifyVMS provided goods or services, had customers, or if there has been otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company; and (ii) any other countries, including, but not limited to India, from which the Company or its parent company, SimplifyVMS maintains non-trivial operations or facilities, provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company. If I am a salesperson, “Change of Control,Territory” as defined means all states in the United States where I (i) sold goods or services of the Company or Simplify to customers of the Company or SimplifyVMS; or (ii) tried to sell goods or services of the Company or SimplifyVMS to prospective customers; or (iii) was instructed to sell or try to sell goods of services of the Company or SimplifyVMS. Should I obtain other employment during my employment with the Company or within twelve (12) months immediately following the termination of my relationship with the Company’s Change , I agree to provide written notification to the Company as to the name and address of Control Severance Plan dated November 4my new employer, 2008 the position that I expect to hold, and a general description of my duties and responsibilities, at least three (“COC Severance Plan”), as 3) business days prior to starting such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlemployment.

Covenant Not to Compete. (a) Subject to The Employee acknowledges that (i) as a result of his position and tenure with the provisions of Section 6(cCompany he will receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) belowthe Company's business, without the express prior written consent in large part, depends upon its exclusive possession and use of the Corporate Governance Committee Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Board, Proprietary Information or the training and knowledge received by the Employee will not serve as an employee, officer, director or consultant, or and (iv) he has received in any other similar capacity or make investments (other than open market investments this Agreement good and valuable consideration for the covenants he is making in no more than five percent (5%) of this Section 6 and in Section 27. The Company and the outstanding stock of any publicly traded company) Employee acknowledge and agree that the covenants contained in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with this Section 6 and in Section 27 are reasonably necessary for the activities protection of the Company then existing (during all periods and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of Employee’s employment the covenants are to protect the Company from unfair competition by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company;Employee. (b) Subject Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the provisions of Company under this Agreement and for twelve (c12) of this sectionmonths thereafter, the Employee shall not, without the express prior written consent of the Company, he will own, manage, operate, control, serve as an officer, director, 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 competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not solicitapply if the Employee's employment with the Company is terminated during the term of this Agreement by the Company, recruit unless the Employee is terminated in accordance with Section 7 or hire, or assist any person, or entity for Cause in accordance with Subsection 9(a). (c) The Company and the Employee hereby agree that in the solicitationevent that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be effective in any particular area or jurisdiction only if said covenants are modified to limit their duration, recruitment geographical area or hiring scope, then the parties hereto will consider Section 6 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any person engaged such court or other constituted legal authority and, as to all other jurisdictions or political subdivisions thereof, the noncompetition covenants contained herein will remain in full force and effect as originally written. The Company and the Employee further agree that in the event that the noncompetition covenants contained herein should be held by any court or other constituted legal authority of competent jurisdiction to be void or otherwise unenforceable in any particular area or jurisdiction notwithstanding the operation of this Section 6(c), then the parties hereto will consider this Section 6 to be amended and modified so as to eliminate therefrom that particular area or jurisdiction as to which such noncompetition covenants are so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered by the noncompetition covenants, the terms and provisions hereof shall remain in full force and effect as originally written. (d) Employee recognizes and acknowledges that the Company would suffer irreparable harm and substantial loss if Employee violated any of the terms and provisions of this Section 6 or Section 27 and that the actual damages which might be sustained by the Company as an employeethe result of any breach of this Section 6 or Section 27 would be difficult to ascertain. Employee agrees, officerat the election of the Company and in addition to, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue not in force during all periods of Employee’s employment by lieu of, the Company's right to terminate Employee's employment and to seek all other remedies and damages which the Company may have at law and/or equity for such breach, and after termination of employment for a period ending with that the date of final payment of Company shall be entitled to an injunction restraining Employee from breaching any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the terms or provisions of this Agreement, refuses Section 6 or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of ControlSection 27.

Covenant Not to Compete. The Employee acknowledges that during ----------------------- his employment with the Company he, at the expense of the Company, has been and will be specially trained in the business of the Company, has established and will continue to establish favorable relations with the customers, clients, accounts and lenders of the Company or any subsidiary, parent or affiliate of the Company and will have access to Inventions, trade secrets and Confidential Information of the Company or any subsidiary, parent or affiliate of the Company. Therefore, in consideration of such training and relations, his employment with the Company, and to further protect the Inventions, trade secrets and Confidential Information of the Company or any subsidiary, parent or affiliate of the Company, the Employee agrees that for a period commencing on the date hereof and ending on the later of (ai) Subject the third anniversary of the date hereof, or (ii) the date of termination of the Employee's employment with the Company; provided, however, that the Company shall have the option to extend such period of time by an additional one year period by electing to continue to pay the Employee's salary at the time of termination (including, without limitation, a termination due to the provisions fulfillment of the term of this Agreement pursuant to Section 6(c11(a) belowhereof), payable bi-monthly in arrears, he will not, directly or indirectly, without the express prior written consent of the Corporate Governance Committee Company, except when and as requested to do in and about the performing of his duties under this Agreement: (a) own, manage, operate, control or participate in the Boardownership, Employee will not serve management, operation or control of, or have any interest, financial or otherwise, in or act as an officer, director, partner, member, principal, employee, officeragent, director representative, consultant or consultantindependent contractor of, or in any way assist any individual or entity in the conduct of, any business located in or doing business within a fifty (50) mile radius of any current or future business location of the Company or any subsidiary, parent or affiliate of the Company which is engaged or may become engaged in any business competitive to any business now or at any time during the period hereof engaged in by the Company or any subsidiary, parent or affiliate of the Company, including, but not limited to, any business which markets or distributes propane gas and other similar capacity petroleum-related products or make investments sells, services and installs parts, appliances or supplies related thereto; (other b) divert or attempt to divert clients or customers (whether or not such persons have done business with the Company or any subsidiary, parent or affiliate of the Company once or more than open market investments once) or accounts of the Company or any subsidiary, parent or affiliate of the Company; or (c) entice or induce or in no any manner influence any person who is or shall be in the employ or service of the Company or any subsidiary, parent or affiliate of the Company to leave such employ or service for the purpose of engaging in a business which may be in competition with any business now or at any time during the period hereof engaged in by the Company or any subsidiary, parent or affiliate of the Company. Notwithstanding the foregoing provisions, the Employee may own not more than five percent (5%) of the outstanding equity securities in any corporation or entity (including, but not limited to, units in a master limited partnership) that is listed upon a national stock of any publicly exchange or actively traded company) in the over- the-counter market. Notwithstanding the foregoing provisions, the Employee shall not, directly or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this sectionindirectly, without the express prior written consent of the Company, he will not solicitexcept when and as requested to do in and about the performing of his duties under this Agreement, recruit engage in any actions under subsections (a), (b) or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by above, at any time the Company, and after termination of employment for a period ending with Company is making payments to the date of final payment of any cash severance compensation or other post-employment cash compensation, paid Employee pursuant to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Control.

Covenant Not to Compete. (a) Subject I agree that during the course of my employment and for a period of eighteen (18) months immediately following the termination of my relationship with the Company for any reason (whether with or without cause, at the option of either the Company or myself, with or without notice), I will not without the Company’s prior written consent, either directly or indirectly, (i) serve in any capacity that could require me to use any of the provisions of Section 6(c) belowConfidential Information, goodwill or training that I received or had access to during my employment with the Company, including, without the express prior written consent of the Corporate Governance Committee of the Boardlimitation, Employee will not serve as an advisor, agent, supervisor, consultant, contractor, director, employee, officer, director partner, proprietor or consultantotherwise of, (ii) have any ownership interest in (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended) or (iii) participate in the organization, financing, operation, management or control of, any business in competition with the Company’s business as conducted by the Company during the course of my employment with the Company (including any customer of the Company). The foregoing covenant shall cover my activities in every part of the Territory (hereinafter defined). “Territory” shall mean (i) all counties in the State of Texas, (ii) all other similar capacity or make investments states of the United States of America and (iii) all other than open market investments in no more than countries of the world; provided that, with respect to clauses (ii) and (iii) immediately above, the Company either (1) derives at least five percent (5%) of its gross revenues from such geographic area prior to the outstanding stock date of any publicly traded company) in or on behalf the termination of any person, firm, corporation, association or other entity whose activities directly compete my relationship with the activities Company or (2) has active plans for the introduction of the Company then existing such product or services in such geographic area within six (during all periods of Employee’s employment by the Company), or contemplated (as 6) months of the date he last worked on of the termination of my relationship with the Company. I hereby stipulate that the foregoing is a reasonable geographic area because of the scope of the Company’s behalf pursuant operations and my activities, and that this paragraph creates a narrowly tailored advance approval requirement in order to this Agreement)avoid unfair competition and irreparable harm to the Company and is not intended, or to be construed, as applicablea general restraint from engaging in a lawful profession or a general covenant against competition. Further, in those portions or areas of oil I hereby agree that I may not avoid the purpose and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) intent of this sectionparagraph by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, without the express prior written consent of the Companycorrespondence, he will not solicit, recruit computer generated or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation assisted communications or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this similar methods. DISCLIVE: ▇▇▇▇▇▇ ▇▇▇▇ Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Control.

Covenant Not to Compete. I agree that during the course of my employment and for a period of twenty-four (a24) Subject to months immediately following the provisions termination of Section 6(c) belowmy relationship with the Company for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice, I will not, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company: (i) serve as a partner, he will not solicitprincipal, recruit or hirelicensor, or assist any personlicensee, or entity in the solicitationemployee, recruitment or hiring of any person engaged by the Company as an employeeconsultant, officer, director director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or consultantotherwise for (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended); and (cii) Employee’s obligations under Sections 6(adirectly or indirectly, own, purchase, organize or take preparatory steps for the organization of; or (iii) and (b) above build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate myself with, any business whose business, products or operations are in any respect involved in the Covered Business. For purposes of this Agreement, “Covered Business” shall continue mean any business in force during all periods which the Company directly competes with through the termination of Employee’s employment by my relationship with the Company, and after termination of employment for a period ending with includes, but is not limited to, the date of final payment of any cash severance compensation or other post-employment cash compensation, paid entities on the list set forth in Exhibit D (as may be amended by the Company from time to Employee after the Term of Employment, provided that if the Company, time). The foregoing covenant shall cover my activities in violation every part of the provisions Territory. For purposes of this Agreement, refuses or fails, within 60 days after written demand from Employee “Territory” shall mean: (unless an arbitral or court proceeding is being pursued i) all counties in good faith), to pay Employee amounts to be paid by the State of Texas; (ii) all other states of the United States of America in which the Company hereunderprovided goods or services, had customers, or if there has been a “Change otherwise conducted business at any time during the two-year period prior to the date of Control,” as defined in the termination of my relationship with the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) ; and (biii) above shall have no further force any other countries from which the Company maintains non-trivial operations or facilities, provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with the Company. Should I obtain other employment during my employment with the Company or within twenty-four (24) months immediately following the termination of my relationship with the Company, I agree to provide written notification to the Company as to the name and effect after address of my new employer, the position that I expect to hold, and a general description of my duties and responsibilities, at least three (3) business days prior to starting such failure to pay or Change of Controlemployment.

Covenant Not to Compete. (a) Subject The Sellers hereby acknowledge and recognize the highly competitive nature of the Business (as defined in the Interest Purchase Agreement) being acquired by Buyer pursuant to the provisions of Section 6(c) belowInterest Purchase Agreement, without including the express prior written consent intellectual property, trade secrets and confidential information of the Corporate Governance Committee Business being acquired. Accordingly, except as provided in Sections 1(b) and 1(c), the Sellers hereby agree that they will not, directly or indirectly, during the period commencing on the date of this Agreement and ending on the Boardfifth anniversary of such date (the “Noncompetition Period”), Employee will not serve own, manage, operate, control or participate in the ownership, management, operation or control of, or have any interest, financial or otherwise, in or act as an employeea partner, officermanager, director member, principal, agent, representative, consultant or consultantindependent contractor of, licensor to, or lessor to, or in any other similar capacity or make investments way assist, any Person (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change Interest Purchase Agreement) in the conduct of Control Severance Plan dated November 4any business that is engaged or may become engaged in any business competitive to the Business now or at any time during the Noncompetition Period in either (i) any of the Prohibited States (as defined below) or (ii) the business locations in which the Business was conducted on the date of this Agreement or within 50 miles of any of such locations. In addition, 2008 the Sellers will not, directly or indirectly, during the Noncompetition Period use or license in connection with any propane-related activities any name, trade name or trademark that was previously used in connection with the Business or that is similar to those previously used in connection with the Business in either (A) any of the Prohibited States or (B) the business locations in which the Business was conducted on the date of this Agreement or within 50 miles of any of such locations. “COC Severance Plan”)Prohibited States” means each of the following states: Florida, as such definition therein may be modified by duly adopted amendments thereto from time to timeIndiana, then the provisions of Sections 6(a) Maine, Massachusetts, Michigan, Minnesota and (b) above shall have no further force and effect after such failure to pay or Change of ControlOhio.

Covenant Not to Compete. (a) Subject In consideration of the employment, salary and other benefits provided to Employee under this Agreement, Employee agrees that, while Employee is employed by the Company under this Agreement and for a period of eighteen (18) months thereafter, he will not be involved in direct competition with the Company, except with the express written consent of the Company; specifically, Employee will not, either directly or indirectly, for himself or on behalf of or in conjunction with any other person, partnership, corporation or other entity, own, maintain, engage in, render any services for, manage, have any financial interest in, permit his name to be used in or hire or solicit any employees or customers of the Company or its affiliates (as defined below) or subsidiaries (as defined below) in connection with, any of the Company's products in any market served by the Company or any subsidiary or affiliate of the Company in the United States or any market in which the Company or its subsidiaries or affiliates are engaged in or have, as of the date of the termination of Employee's employment, firm plans to enter within two years after the date that Employee's employment hereunder is terminated. The Company shall, within sixty (60) days from the date of receipt of a written request from Employee, respond as to whether or not the Company has firm plans to enter a specified market within such two year period. Notwithstanding the foregoing, Employee may during such eighteen (18) month period own up to one percent (1%) of the outstanding voting securities of any publicly-held company. (b) If, at the time of enforcement of any provision of Section 1.6(a) above, a court holds that the restrictions stated therein are unreasonable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances will be substituted for the stated period, scope or area. (c) In the event of a breach by Employee of the provisions of Section 6(c1.6(a) belowabove, without the express prior written consent Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the Corporate Governance Committee of provisions thereof. (d) As used herein, the Boardterm "affiliate" means, Employee will not serve as an employeewith respect to any person or entity, officer, director or consultant, or in (i) any other similar capacity person or make investments entity that is directly or indirectly controlled by, under common control with or controlling such person or entity; (ii) any other than open market investments in no more than person or entity owning beneficially or controlling five percent (5%) or more of the outstanding stock of equity interest in such person or entity; (iii) any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultantpartner of such person or entity; and or (civ) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods any spouse or relative of Employee’s employment by such person. As used herein, the Companyterm "control" means possession, and after termination of employment for a period ending with the date of final payment of any cash severance compensation directly or other post-employment cash compensationindirectly, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions power to direct or cause the direction of this Agreementthe management and policies of a person or entity, refuses whether through the ownership of partnership interests or failsvoting securities, within 60 days after written demand from Employee (unless an arbitral by contract or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Controlotherwise.