Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. Without the consent of the Company, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without (a) During the period of his employment hereunder and for the first to occur of (i) one year following the termination of employment of Executive or (ii) December 31, 2002, Executive agrees that, without the prior written consent of the Company, the Executive shall (a) he will not, directly or indirectly, anywhere either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in (other than an ownership position of less than five percent in any company whose shares are publicly traded), any business, which is in Competition (as defined in Section 16(b)) with the worldexisting business of the Company or its subsidiaries, and (b) he shall not, on his own behalf or on behalf of any person, firm or company, directly or indirectly, solicit or offer employment to any person who has been employed by the Company or its subsidiaries at any time during the Employment Period and for 12 months immediately preceding such solicitation. (b) For purposes of this Section 16, a period of eighteen (18) months following the termination of Executive's employment business shall be deemed to be in Competition with the Company for any reasonor its subsidiaries if a significant portion of its business is providing financing to operators in the chain restaurant, be associated convenience store or automotive service and parts industries in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines portion of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; United States. (c) Executive and the Company competes with other businesses agree that are or could be located in any part of this covenant not to compete is a reasonable covenant under the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, timecircumstances, and geographic area, and such lesser scope, time, or geographic area, or all further agree that if in the opinion of them, as a any court of competent jurisdiction may determine such restraint is not reasonable in any respect, such court shall have the right, power and authority to be reasonable, excise or modify such provision or provisions of this covenant as to the court shall appear not arbitrary, reasonable and not against public policy, will be effective, binding, and enforceable against to enforce the Executiveremainder of the covenant as so amended. The period Executive agrees that any breach of time applicable to any covenant the covenants contained in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to 16 would irreparably injure the Company. Accordingly, within ten days after accepting Executive agrees that the Company may, in addition to pursuing any other employmentremedies it may have in law or in equity, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound cease making any payments otherwise required by this Agreement and, at and obtain an injunction against Executive from any court having jurisdiction over the Company's election, furnish such employer with a copy matter restraining any further violation of this Agreement or relevant portions thereofby Executive.

Covenant Not to Compete. Without The Executive acknowledges that he has established and will continue to establish favorable relations with the consent customers, clients and accounts of the Company and will have access to trade secrets of the Company. Therefore, in consideration of such relations and to further protect trade secrets, directly or indirectly, of the Company, the Executive agrees that during the term of his employment by the Company and for a period of eighteen months from the date of termination of the Executive, except that such eighteen month period shall not apply in the event of termination of employment (i) by the Company other than for Cause, (ii) by the Executive for Good Reason or (iii) by the Company or the Executive for any reason within one year following a Change of Control, the Executive will not, directly or indirectly, anywhere without the express written consent of the Company: (i) own or have any interest in the world, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected act as an ownerofficer, investordirector, partner, director, officerprincipal, employee, agent, representative, consultant or consultant with independent contractor of, or in any way assist in, any business entity directly engaged located in or doing business in the manufacture and/or sale United States of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingAmerica which is engaged, directly or indirectly, an equity interest in such entity not greater than two percent the radio broadcast properties business in a market ranked in a Metro Survey Area (2%) of such entity's outstanding equity interest"MSA"), below MSA 100 (as listed in the then-current Arbitron Radio Metro and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line Television Market Population Estimates published as of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity date of the Executive's employertermination of employment) (the "Competitive Businesses"); (ii) solicit clients, customers or accounts of the Company for, on behalf of or otherwise related to any such Competitive Businesses or any products related thereto; or (iii) solicit or in any manner influence or encourage any person who is or shall be in the employ or service of the Company to leave such employ or service for any other employment opportunity. The Company may notify such employer Notwithstanding the foregoing, if any court determines that the Executive covenant not to compete, or any part thereof, is bound by this Agreement unenforceable because of the duration of such provision or the geographic area or scope covered thereby, such court shall have the power to reduce the duration, area or scope of such provisions and, at the Company's electionin its reduced form, furnish such employer with a copy of this Agreement or relevant portions thereofprovision shall then be enforceable and shall be enforced.

Covenant Not to Compete. Without the consent of the Company, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's ’s employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "“material product or product line of the Company" ” shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's ’s undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's ’s business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's ’s employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's ’s election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without (a) The Executive hereby acknowledges and recognizes the consent highly competitive nature of the Companybusiness of Medifast and accordingly agrees that, during and for the applicable period set forth in Subsection (c), the Executive shall will not: (i) be engaged, directly or indirectly, anywhere either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation, or enterprise engaged, in the worldcontinental United States ("Non-Competition Area"), in any business which at the relevant time during employment or at the date of termination of employment is competitive to any time of the businesses of Medifast or any of its subsidiaries; or (ii) provide financial or other assistance to any person, firm, corporation, or enterprise engaged in any activity in which Medifast or any of its subsidiaries is engaged during the Employment Period Period, in the Non-Competition Area. (b) It is expressly understood and agreed that, although the Executive and Medifast consider the restrictions contained in Subsection (a) reasonable for the purpose of preserving for Medifast and its subsidiaries their goodwill and other proprietary rights, if a period final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Subsection (a) is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of eighteen Subsection (18a) months will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this section will be applicable commencing on the date of this Agreement and ending as follows: (i) at the termination of the payments and benefits provided under Section 6; provided, however, that this clause will not apply in the event Executive's termination of employment occurs following a Change in Control; (ii) one year following the termination of Executive's employment with the Company for any reasonemployment, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale case of products competitive with any material product or product lines of the Companya voluntary termination without Good Reason; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest or (iii) in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereofall other cases, the term "material product or product line date of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are termination of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without (a) The Employee recognizes that in each of the consent highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, the Executive shall nottherefore, directly or indirectly, anywhere in the world, at any time agrees that during the term of his Employment Period and for a period of eighteen three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material business interests of the Company (18the "Relevant Geographic Areas"): (i) months following the termination of Executive's accept employment or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company for or (ii) enter into or take part in or lend his name, counsel or assistance to any reasonbusiness, be associated or in any way connected either as an ownerproprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or consultant with in any business entity directly engaged in the manufacture and/or sale of products other capacity whatsoever, for any purpose that would be competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is worldwide listed on a national stock exchange or included in scope and its products are marketed throughout the world; Nasdaq National Market. (cb) In addition to all other remedies at law or in equity which the Company competes may have for breach of a provision of this Section 7 by the Employee, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company will be entitled, on application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with other businesses that are respect thereto) against the Employee prohibiting such breach or could be located in any part attempted or threatened breach by proving only the existence of the world; and (d) such breach or attempted or threatened breach. If the provisions of this Section 9 7 should ever be deemed to exceed the time, geographic or occupational limitations applicable law permits, the Employee and the Company agree that those provisions will be and are hereby reformed to the maximum time, geographic or occupational limitations applicable law permits. (c) The covenants of the Employee in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Employee will not affect the validity of the provisions of this Section 7 or constitute a defense of the Employee in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Employee. (d) The Employee acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and necessary constitute an otherwise enforceable agreement to protect or of which the terms and provisions of this Section 7 are ancillary or a part; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement, including the provision by the Company of Confidential Information to the Employee as Section 8 contemplates, gives rise to the Company's business. If any covenant interest in restraining and prohibiting the Employee from engaging in the Prohibited Activity within the Relevant Geographic Areas as this Section 9 is held 7 provides and the Employee's covenant not to be unreasonable, arbitrary, or against public policy, such covenant will be considered engage in the Prohibited Activity within the Relevant Geographic Areas pursuant to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by 7 is designed to enforce the duration of any violation by Employee's consideration (or return promises) including the Executive of such covenant. The Executive will, while the covenants under this Employee's promise in Section 9 are in effect, give notice 8 to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofnot disclose Confidential Information.

Covenant Not to Compete. Without (a) The Executive recognizes that the consent services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the CompanyCompany that the Executive agrees and, accordingly, the Executive does hereby agree that, except as provided in Section 10.3, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Restricted Period and for (as hereinafter defined) within the Restricted Area (as hereinafter defined), engage in any Competitive Business (as hereinafter defined), either on his own behalf or as an officer, director, stockholder, partner, principal, trustee, investor, consultant, associate, employee, owner, agent, creditor, independent contractor, co-venturer of any third party or in any other relationship or capacity. (b) For purposes of this Agreement, (i) “Restricted Period” shall mean (A) in the event of a period of eighteen (18) months following the termination of the Executive's ’s employment with by the Company for any reasonCause or by the resignation of the Executive without Good Reason, be associated the period of the Executive’s actual employment hereunder plus six months after the date the Executive is no longer employed by the Company and (B) in the event of a termination of the Executive’s employment by the Company due to the Executive’s Total Disability or without Cause (including termination resulting from a Change of Control) or by the resignation of the Executive for Good Reason, the period of the Executive’s actual employment hereunder; (ii) “Restricted Area” shall mean anywhere in any way connected as an ownerthe United States; and (iii) “Competitive Business” shall mean the design, investormanufacture, partnersale, directormarketing or distribution of (A) branded or designer footwear, officerapparel, employee, agentaccessories and other products in the categories of products sold by, or consultant with under license from, the Company or any business entity directly engaged in the manufacture and/or sale of its affiliates and (B) other branded products competitive with any material product related to fashion or product lines of the Companylifestyle; provided, however, that the Executive Executive’s service on the Board of Directors of P▇▇▇▇▇▇▇-Van Heusen Corporation is not and shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingnot, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For for purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonableAgreement, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofCompetitive Business.

Covenant Not to Compete. Without Seller and each of its affiliates agree that, without written consent from Buyer, for a period of five (5) years after the consent Closing, neither it nor any of the Company, the Executive shall notits affiliates will, directly or indirectly, anywhere own, manage, operate or control, or participate in the worldownership, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reasonmanagement, be operation, or control of, or become associated or in any way connected as an owneremployee, investordirector, manager, officer, advisor, agent, consultant, principal, partner, directorshareholder, officermember, employeeindependent contractor with or lender to, agent, any person or consultant with any business entity directly engaged in or aiding others to engage in the manufacture and/or sale Business located or operating anywhere within a forty (40) mile radius of products competitive with any material product or product lines Branch Office. The parties hereto specifically acknowledge and agree that this covenant shall be construed as an agreement independent of any other provision herein and further agree that the remedy at law for any breach of the Company; providedforegoing will be inadequate and that Buyer, howeverin addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In the event that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line any portion of the Company" shall mean any product covenants contained in this Section 8 or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held by a court of law to be unreasonableunenforceable with respect either to its duration, arbitrarygeographical area, customer base or against public policyemployee base, such covenant will for whatever reason, it shall be considered divisible both as to be divisible with respect to scope, time, geographical area, customer base and geographic employee base, so that each month of the specified period shall be deemed a separate period of time, each state within the defined area a separate geographical area, and such each employee and customer a separate person, resulting in an intended requirement that the longest lesser scope, period of time, or geographic area, or all of them, as a largest lesser geographical area and largest lesser customer and employee base found by such court of competent jurisdiction may determine to be reasonablea reasonable restriction shall remain an effective restrictive covenant, not arbitrary, and not against public policy, will be effective, binding, and specifically enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofSeller.

Covenant Not to Compete. Without In consideration of the consent numerous mutual promises and agreements contained in this Agreement between the Company and Executive, including, without limitation, those involving Confidential Information, and in order to protect the Company’s Confidential Information and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company, and subject to the Company’s payment when due of the amounts specified in Sections 6(a) and 6(b), Executive shall agrees that he will not, during his employment and for an additional period of twelve (12) months immediately following the termination of his employment for any reason (the “Noncompetition Term”), directly or indirectly, anywhere in the world, at either through any time during the Employment Period and for a period form of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated ownership or in any way connected as an owner, investor, partnerindividual, director, officer, employeeprincipal, agent, employee, adviser, consultant, shareholder, partner, member, or consultant with in any individual or representative capacity whatsoever, without the prior written consent of the Company (which consent the Company shall not unreasonably withhold), (i) compete for or solicit business for or on behalf of any person or business entity directly engaged operating a specialty financial services company providing similar services and employing acquisition and loan servicing strategies similar to those provided by the Company with a place of business in any state in the manufacture and/or sale United States; (ii) own, operate, participate in, undertake any employment with or have any interest in any entity with a place of products competitive with business in any material product state in the United States related to the operation of a specialty financial services company providing similar services and employing acquisition and loan servicing strategies similar to those provided by the Company, except that Executive may own publicly traded stock for investment purposes only in any company in which Executive owns less than 5% of the voting equity, (iii) compete for or product lines solicit business related to the operation of a specialty financial services company providing similar services to those provided by the Company from any client of the Company (or its successors by merger); or (iv) use in any competition, solicitation, or marketing effort any Confidential Information, any proprietary list, or any information concerning clients of the Company. Executive hereby acknowledges that the geographic boundaries, scope of prohibited activities and the duration of the provisions of this Section 7 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Company. This noncompetition provision shall survive the termination of Executive’s employment and can only be revoked or modified by a writing signed by the parties that specifically states an intent to revoke or modify this provision. Executive acknowledges that the Company would not employ him or provide him with access to its Confidential Information but for his covenants or promises contained in this Section. The Company and Executive agree and stipulate that the agreements and covenants not to compete contained in this Section 7 are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; however, Executive and the Company are aware that in certain circumstances courts have refused to enforce certain terms of agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of this Section 7, the Company and Executive agree that in the event a court should decline to enforce any term or terms of any of the provisions of this Section 7, this Section 7 shall be deemed to be modified or reformed to restrict Executive’s competition with the Company or its affiliates to the maximum extent, as to time, geography and business scope, which the court shall find enforceable; provided, however, that the Executive in no event shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held 7 be deemed to be unreasonablemore restrictive to Executive than those contained herein. Executive agrees that during the Noncompetition Term, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against he shall immediately notify the Executive. The period of time applicable to any covenant Company in this Section 9 will be extended by the duration writing of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, work or business he undertakes with or on behalf of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement any person (including himself) or relevant portions thereofentity.

Covenant Not to Compete. Without (a) Employee recognizes and agrees that by virtue of his employment with Employer, he will be afforded opportunities to become known to various referral sources, clients, customers, and contractors of Employer, and prospective clients, customers, and contractors of Employer. Employee recognizes that these opportunities are valuable rights, are of great personal benefit to him in his professional or business endeavors, and therefore provide a sufficient basis for the consent restrictive covenants contained herein. In recognition of the Companyabove, the Executive shall notand in further consideration of this Agreement, directly or indirectlyEmployee further agrees that, anywhere in the world, at any time during the Employment Period term of this Agreement and for a period of eighteen twelve (1812) months following from the date of the termination of ExecutiveEmployee's employment with the Company Employer for any reasonreason whatsoever, be associated Employee shall not directly within the "restricted geographical area" enter into or engage in any way connected endeavors in competition with the business of Employer as it exists as of the termination of Employee's employment, as an ownerindividual on his own account, investor, or as a partner, directoran employee or an agent for any partnership, officer, employee, agententity, or consultant with any corporation, or as an officer or a director of a corporation. For the purpose of this Agreement, the "restricted geographical area" shall encompass the following area: the ten (10) mile radius of each retail store at which Employer is conducting business entity directly engaged as of the termination of Employee's employment. (b) The period of time during which Employee is prohibited from engaging in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest business practices specified in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: Subsection (a) the services to above shall be performed extended by him under this Agreement are any length of a special, unique, unusual, extraordinary, and intellectual character; time during which Employee is in breach of any covenant specified in Subsection (ba) the business of the Company is worldwide in scope and its products are marketed throughout the world; above. (c) It is acknowledged and agreed by the Company competes parties hereto that the foregoing restrictive covenants are essential elements of this Agreement, and that, but for the agreement of Employee to comply with such covenants, Employer would not have agreed to enter into this Agreement. Such covenants by Employee shall be construed as agreements independent of any other businesses that are provision in this Agreement. The existence of any claim or could be located in any part cause of action of Employee against Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the world; and enforcement by Employer of such covenants. (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If It is agreed by parties hereto that if any covenant set forth in this Section 9 12 is held to be unreasonable, arbitrary, or against public policy, then such covenant will shall be considered divisible both as to be divisible with respect time and as to scopegeographical area. Employer and Employee agree that, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a if any court of competent jurisdiction may determine determines the specified time period or the specified geographical area to be unreasonable, arbitrary, or against public policy, then a lesser time period or geographical area which is determined to be reasonable, not non-arbitrary, and not against public policypolicy may be enforced against Employee. Employer and Employee agree that the foregoing covenants are appropriate and reasonable when considered in light of the nature and extent of the business conducted by Employer. (e) In the event of the breach or threatened breach by Employee of the covenants contained herein, will Employee agrees that Employer shall be effectiveentitled to injunctions, bindingboth preliminary and final, upon Employer's providing bond or security, enjoining and restraining such breach or threatened breach, and enforceable against the Executivesuch remedies shall be in addition to all other remedies which may be available to Employer either at law or in equity. The period Employer and Employee agree and acknowledge that a violation of time applicable to any covenant contained herein shall cause Employer to suffer irreparable damages and Employee agrees that he is estopped from subsequently asserting in any action to enforce the provisions of any covenant contained herein that Employer has an adequate remedy at law and therefore is not entitled to injunctive relief. (f) Notwithstanding anything contained herein to the contrary, this Section 9 will 12 shall not be extended by applicable if Employee's employment is terminated for any reason whatsoever within twelve (12) months after the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofEffective Date.

Covenant Not to Compete. Without (a) Employee recognizes that the consent services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the CompanyCorporation that Employee agree, the Executive and accordingly, Employee does hereby agree that, except as provided in Subsection (c) below, he shall not, directly or indirectly, anywhere at any time during the “Restricted Period” within the “Restricted Area” (as those terms are defined in the worldSection 9(d) below), engage in any Competitive Business (as defined in Section 9(d) below), either on his own behalf or as an officer, director, stockholder, partner principal, trustee, investor, consultant, associate, employee, owner, agent, creditor, independent contractor, co-venturer of any third party or in any other relationship or capacity. (b) Employee hereby agrees that he will not directly or indirectly, for or on behalf of himself or any third party, at any time during the Employment Restricted Period and for a period (i) solicit any customers of eighteen the Corporation or (18ii) months following the termination of Executive's employment with the Company for any reasonsolicit, be associated employ or in any way connected as an owner, investor, partner, director, officer, employee, agentengage, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product cause, encourage or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingauthorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any employee or agent of the Corporation or any of its subsidiaries. (c) This Section 9 shall not be construed to prevent Employee from owning, directly and indirectly, in the aggregate, an equity interest in such entity amount not greater than two exceeding one percent (21%) of such entity's the issued and outstanding equity interest, and the voting securities of any class of equity in which the Executive holds an interest any corporation whose voting capital stock is listed and traded on a broadly recognized national securities exchange or regional securities exchange. For purposes hereof, in the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and over-the-counter market. (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant The term “Restricted Period” as used in this Section 9 shall mean the period commencing on the date hereof and ending on the later of (1) June 30, 2015 or (ii) the date which is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against twelve (12) months after the Executivedate Employee is no longer employed by the Corporation. The period of time applicable to any covenant term “Restricted Area” as used in this Section 9 will be extended by shall mean anywhere in the duration of any violation by the Executive of such covenantworld. The Executive will, while the covenants under this Section 9 are term “Competitive Business” as used in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement andshall mean the design, at manufacture, sale, marketing or distribution of (i) branded or designer footwear, apparel, accessories and other products in the Company's electioncategories of products sold by, furnish such employer with a copy or under license from, the Corporation or any of this Agreement its affiliates, (ii) jewelry and other giftware, (iii) cosmetics, fragrances and other health and beauty care items, (iv) housewares, furniture, home furnishings and related products and (v) other branded products related to fashion, cosmetics or relevant portions thereoflifestyle.

Covenant Not to Compete. Without (a) Executive hereby acknowledges and recognizes the consent highly competitive nature of the Companybusiness of the Corporation and the Bank and accordingly agrees that, during and for the applicable period set forth in Section 7(c) hereof, Executive shall not: (i) enter into or be engaged (other than by the Corporation or the Bank), directly or indirectly, anywhere either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (A) the worldbanking (including bank holding company) or financial services industry, at or (B) any time other activity in which Corporation or the Bank or any of their subsidiaries are engaged during the Employment Period Period, in any county in which, at the date of termination of Executive’s employment, a branch location, office, loan production office, or trust or asset and wealth management office of Corporation, the Bank, or any of their subsidiaries are located (“Non-Competition Area”); or (ii) solicit, directly or indirectly, any “person” (as such term is defined under Section 3 of the Employee Retirement Income Security Act of 1974, as amended) who is, or was during the then most recent 12-month period, a customer of the Corporation or the Bank or any of their respective subsidiaries to divert their business from the Corporation and/or the Bank; or (iii) solicit, directly or indirectly, any person who is, or was during the then most recent 12-month period, employed by the Corporation or the Bank or any of their respective subsidiaries to leave the employ of the Corporation or the Bank. Notwithstanding the foregoing, Executive shall not be prohibited from making personal investments, loans or real estate transactions comparable to such transactions which would have been permitted during Executive’s employment with the Corporation or Bank. (b) It is expressly understood and agreed that, although the parties consider the restrictions contained in Section 7(a) hereof reasonable for the purpose of preserving for the Corporation, the Bank and their subsidiaries their good will and other proprietary rights, if a period final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Section 7(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of eighteen Section 7(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (18c) The provisions of this Section 7 shall be applicable commencing on the date of this Agreement and continuing for twelve (12) months following after the effective date of the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company’s employment; provided, however, that in the event Executive’s employment terminates as a result of delivery of a notice of non-renewal by the Corporation or the Bank in accordance with Section 3(a), Executive shall not be deemed subject to have breached this undertaking the restrictions contained in Section 7(a)(i). Notwithstanding the above provisions, if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) violates the provisions of this Section 9 7 and the Corporation or the Bank must seek enforcement of the provisions of Section 7 and is successful in enforcing the provisions, either pursuant to a settlement agreement, or pursuant to court order, the covenant not to compete will remain in effect for one full year following the date of the settlement agreement or court order. (d) Executive hereby agrees that the provisions of this Section 7 are reasonable fully assignable by the Corporation and necessary the Bank to protect any successor. Executive also acknowledges that the Company's business. If terms and conditions of this Section 7 will not be affected by the circumstances surrounding his termination of employment, absent a breach of this Agreement by Corporation. (e) Executive acknowledges and agrees that any covenant breach of the restrictions set forth in this Section 9 is held 7 will result in irreparable injury to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, timethe Corporation and the Bank for which it shall have no meaningful remedy at law, and geographic areathe Corporation and the Bank shall be entitled to injunctive relief in order to enforce provisions hereof. Upon obtaining any such final and nonappealable injunction, the Corporation and the Bank shall be entitled to pursue reimbursement from Executive and/or Executive’s employer of attorney’s fees and costs reasonably incurred in obtaining such lesser scopefinal and nonappealable injunction. In addition, time, or geographic area, or all the Corporation and the Bank shall be entitled to pursue reimbursement from Executive and/or Executive’s employer of them, as costs reasonably incurred in securing a court of competent jurisdiction may determine to be reasonable, not arbitrary, qualified replacement for any employee enticed away from the Corporation and not against public policy, will be effective, binding, and enforceable against the Bank by Executive. The period of time applicable Further, the Corporation and the Bank shall be entitled to any covenant in this Section 9 will be extended by the duration set off against or obtain reimbursement from Executive of any violation by the payments owed or made to Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofhereunder.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the ▇▇▇▇▇-Danfoss Group, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company ▇▇▇▇▇-Danfoss Group for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product Material Product or product lines Product Lines of the Company▇▇▇▇▇-Danfoss Group; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his or her sole relation with such entity consists of his or her holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product “Material Product or product line Product Line of the Company" ▇▇▇▇▇-Danfoss Group” shall mean any product or product line of the Company▇▇▇▇▇-Danfoss Group, the aggregate consolidated gross sales of which during any calendar year during the five (5) year period preceding the Executive's Participant’s undertaking such association with such a competitor employment were at least $10 million. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the ▇▇▇▇▇-Danfoss Group are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company ▇▇▇▇▇-Danfoss Group is worldwide in scope and its products are marketed throughout the world; (c) the Company ▇▇▇▇▇-Danfoss Group competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 15 are reasonable and necessary to protect the Company's ▇▇▇▇▇-Danfoss Group’s business. If any covenant in this Section 9 15 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 15 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive Participant will, while the covenants under this Section 9 15 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's Participant’s employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, may furnish such employer with a copy of this Award Agreement or relevant portions thereof. Any nonenforcement of this Section 15 will not be construed to be a waiver by the Company to enforce such provision in the future. If the Participant has received a payment under this Award Agreement, the Company retains the right to demand verification of employment and compliance with this Section 15 at any time prior to the date that is eighteen (18) months after the end of the Performance Period. The Company or any member of the ▇▇▇▇▇-Danfoss Group may seek restitution and repayment of the total payments made to the Participant under this Award Agreement if the Company determines that the Participant has violated this Section 15 during the eighteen (18) month period following the end of the Performance Period.

Covenant Not to Compete. Without The Executive acknowledges that he has established and will continue to establish favorable relations with the consent customers, clients and accounts of the Company and will have access to trade secrets of the Company. Therefore, in consideration of such relations to further protect trade secrets, directly or indirectly, of the Company, the Executive shall agrees that at all times during his employment with the Company through the one (1) year anniversary of the date of termination of the Executive’s employment, the Executive will not, directly or indirectly, anywhere without the express written consent of the Board: (i) own or have any interest in or act as an officer, director, partner, principal, employee, agent, representative, consultant or independent contractor of, or in any way assist in, any business which is engaged, directly or indirectly, in any business competitive with the world, Company in those automotive markets and/or automotive products lines in which the Company competes within the United States at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agentTerm, or consultant become associated with or render services to any business person, firm, corporation or other entity directly so engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company(“Competitive Businesses”); provided, however, that the Executive shall may own without the express written consent of the Company not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater more than two percent (2%) of such entity's the issued and outstanding equity interest, and the class securities of equity in which the Executive holds an interest is any company or enterprise whose securities are listed and traded on a broadly recognized national securities exchange or regional securities exchange. For purposes hereofactively traded in the over the counter market; (ii) solicit clients, the term "material product customers or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business accounts of the Company for, on behalf of or otherwise related to any such Competitive Businesses or any products related thereto; or (iii) solicit any person who is worldwide or shall be in scope and its products are marketed throughout the world; (c) employ or service of the Company competes to leave such employ or service for employment with other businesses that are the Executive or could be located in any part an affiliate of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period Notwithstanding the foregoing, if any court determines that the covenant not to compete, or any part thereof, is unenforceable because of time applicable to any covenant in this Section 9 will be extended by the duration of such provision or the geographic area or scope covered thereby, such court shall have the power to reduce the duration, area or scope of such provision to the extent necessary to make the provision enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced. The Company shall pay and be solely responsible for any violation attorney’s fees, expenses, costs and court or arbitration costs incurred by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that matter or dispute between the Executive is bound by and the Company which pertains to this Agreement and, at Article 8 if the Company's election, furnish such employer with a copy of this Agreement Executive prevails in the contest in whole or relevant portions thereofin part.

Covenant Not to Compete. Without (a) Employee recognizes that the consent services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the CompanyCorporation that Employee agree, the Executive and accordingly, Employee does hereby agree that, except as provided in Subsection (c) below, he shall not, directly or indirectly, anywhere at any time during the “Restricted Period” within the “Restricted Area” (as those terms are defined in the worldSection 9(d) below), engage in any Competitive Business (as defined in Section 9(d) below), either on his own behalf or as an officer, director, stockholder, partner principal, trustee, investor, consultant, associate, employee, owner, agent, creditor, independent contractor, co venturer of any third party or in any other relationship or capacity. (b) Employee hereby agrees that he will not directly or indirectly, for or on behalf of himself or any third party, at any time during the Employment Restricted Period and for a period (i) solicit any customers of eighteen the Corporation or (18) months following the termination of Executive's employment with the Company for any reasonii)solicit, be associated employ or in any way connected as an owner, investor, partner, director, officer, employee, agentengage, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product cause, encourage or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingauthorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any employee or agent of the Corporation or any of its subsidiaries. (c) This Section 9 shall not be construed to prevent Employee from owning, directly and indirectly, in the aggregate, an equity interest in such entity amount not greater than two exceeding one percent (21%) of such entity's the issued and outstanding equity interest, and the voting securities of any class of equity in which the Executive holds an interest any corporation whose voting capital stock is listed and traded on a broadly recognized national securities exchange or regional securities exchange. For purposes hereof, in the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and over-the-counter market. (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant The term “Restricted Period” as used in this Section 9 shall mean the period commencing on the date hereof and ending on the later of (1) June 30, 2015 or (ii) the date which is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against twelve (12) months after the Executivedate Employee is no longer employed by the Corporation. The period of time applicable to any covenant term “Restricted Area” as used in this Section 9 will be extended by shall mean anywhere in the duration of any violation by the Executive of such covenantworld. The Executive will, while the covenants under this Section 9 are term “Competitive Business” as used in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement andshall mean the design, at manufacture, sale, marketing or distribution of (i) branded or designer footwear, apparel, accessories and other products in the Company's electioncategories of products sold by, furnish such employer with a copy or under license from, the Corporation or any of this Agreement its affiliates, (ii) jewelry and other giftware, (iii) cosmetics, fragrances and other health and beauty care items,(iv) housewares, furniture, home furnishings and related products and (v) other branded products related to fashion, cosmetics or relevant portions thereoflifestyle.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the Company or any of its Subsidiaries, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company and its Subsidiaries for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture production and/or sale of products competitive with any material product product, offering or product lines business of the CompanyCompany or any of its Subsidiaries; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange; provided, further, that in the event that Participant’s employment with the Company or any of its Subsidiaries terminates for reasons related to a change in control, this restriction shall not apply. For purposes hereofA Participant’s investment in another business entity shall not be deemed to be directly competitive with the Company’s operations or otherwise prohibited if: (a) it was known to the independent directors at the time the Participant commenced work with the Company; (b) reviewed and approved by disinterested independent directors; or (c) of a passive, minority investment nature and the term "material product or product line disinterested independent directors have determined that the activities undertaken by such other business entity are not directly in competition with the Company as there are no corporate opportunities that are being taken from the Company by virtue of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 millionParticipant’s investment. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the Company are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company and its subsidiaries is worldwide in scope and its products business opportunities are marketed located throughout the world; (c) the Company competes and its Subsidiaries and affiliates compete with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 13 are reasonable and necessary to protect the Company's ’s business. If any covenant in this Section 9 13 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 13 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive will, For so long as while the covenants under this Section 9 13 are in effect, the Participant will give notice to the CompanyCompany of the identity of the Participant’s new employer, within ten two business days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, furnish such employer with a copy of this Award Agreement or relevant portions thereof.

Covenant Not to Compete. Without the consent In consideration of the CompanyEmployer's obligations hereunder, during the Term of Employment and during the Designated Period (as defined herein), the Executive shall notwill not (i) anywhere within North America, engage, directly or indirectly, anywhere alone or as a shareholder (other than as a holder of less than five percent (5%) of the common stock of any publicly traded corporation), partner, officer, director, executive or consultant in any other business identified as a direct competitor in the worldCompany's annual Form 10-K; (ii) divert to any competitor of the Employer any customer of the Employer; or (iii) solicit or encourage any officer, executive, employee or consultant of the Employer to leave its employ for employment by or with any competitor of the Employer. If at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are 4 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 4 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and necessary to protect enforceable by the Company's business. If any covenant in court or other body having jurisdiction over the matter, and the Executive agrees that this Section 9 is held to 4 as so amended shall be unreasonable, arbitrary, valid and binding as though any invalid or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, unenforceable provision had not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executivebeen included herein. The term "Designated Period" shall mean a period of time applicable to two (2) years immediately following any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy termination of this Agreement and/or Executive's employment hereunder, whether voluntary or relevant portions thereofinvoluntary and regardless of the reason for termination.

Covenant Not to Compete. Without Upon the consent effective date of this Agreement and for twelve (12) months thereafter (the Company“Restricted Period”), the Executive Employee covenants and agrees that he shall not, directly or indirectly, anywhere (i) be, or become interested in, associated with or represent, or otherwise render assistance or services to, or manage, operate, control or engage in the world, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an ownerofficer, investordirector, stockholder, partner, directormember, officerconsultant, owner, employee, agent, creditor or consultant with otherwise), any business entity directly engaged in listed on Exhibit “A” to this Agreement; provided that, the manufacture and/or sale foregoing shall not restrict Employee from the collective ownership, solely as a passive investment, of products competitive with securities of any material product business or product lines person if such ownership is (x) not as a controlling person of such business or person, (y) not as a member of a group that controls such business or person and (z) not as a direct or indirect beneficial owner of 10% or more of any class of securities of such business or person; (ii) induce or seek to influence any employee of the Company to terminate his or her employment or to become financially interested in a business that competes with the Company’s then current business; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%iii) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on aid a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line competitor of the Company" Company in any attempt to hire a person who shall mean any product or product line of have been employed by the Company, Company within the aggregate gross sales of which during any calendar year during the five (5) one-year period preceding the Executive's undertaking date of any such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual characteraid; (biv) the business induce or seek to influence any customer of the Company is worldwide in scope and its products are marketed throughout the world; (c) to transact business with a competitor of the Company competes or not to do business with the Company; or (v) take any actions for the purpose of interfering with any other businesses business relationships that the Company has with any other person. The Restricted Period shall be extended by the length of time during which you are or could be located in any part breach of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect 7. The Employee acknowledges that the Company's business. If any covenant Restricted Period contained in this Section 9 7 is held reasonable under the circumstances. Moreover, it is the desire and intent of the parties that the provisions of Section 7 be enforceable to be unreasonablethe fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, arbitrarythe parties agree that if a governmental authority determines subsequently that any of the terms of Section 7 are unenforceable, or against public policythe parties will request that such governmental authority reform the terms by specifying the greatest time period and/or geographic area that would not render the terms unenforceable. Employee specifically agrees that, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all in the event of them, a breach of this Section 7 as determined by a court of competent jurisdiction may determine to jurisdiction, the Company would suffer irreparable injury and damages at law would be reasonable, not arbitraryan insufficient remedy, and not against public policy, will the Company shall be effective, binding, and enforceable against the Executive. The period entitled to seek equitable relief by way of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting temporary or permanent injunction (or any other employmentequitable remedies), without proof of actual damages and without the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement need to post bond or relevant portions thereofother security.

Covenant Not to Compete. Without a. In light of the consent of special and unique services that have been and will be furnished to the Company by ▇▇▇▇▇▇▇ and the Confidential Information that has been and will be disclosed to him during his relationship with the Company, the Executive shall not, directly or indirectly, anywhere in the world, at any time ▇▇▇▇▇▇▇ agrees that during the Employment Period Term, and for a period of eighteen (18) months following thereafter, he will not, without the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines written consent of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest whether as principal, agent, officer, director, consultant, employee, partner, stockholder or owner of or in such any capacity with any corporation, partnership, business, firm, individual company or any entity located any where in the world engage in, or assist another to engage in, any work or activity in any way competitive with the Business of the Company (as hereinafter defined). However, nothing herein shall prevent ▇▇▇▇▇▇▇ from owning not greater more than two five percent (25%) of such entity's the outstanding equity interestpublicly traded shares of common stock of a corporation, as to which corporation ▇▇▇▇▇▇▇ has no relationship other than as a shareholder. ▇▇▇▇▇▇▇ specifically agrees that because of his special expertise and the class of equity in which the Executive holds an interest is listed special and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of unique services that he will be furnishing the Company, and because of the aggregate gross sales of which during any calendar year Confidential Information that has been acquired by him or that will be disclosed to him during the five (5) year period preceding Term, the Executive's undertaking such association above stated geographic areas and time period, in and during which he will not compete with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services Company, are reasonable in scope and duration and are necessary to afford the Company just and adequate protection against the irreparable damage which would result to the Company from any activities prohibited by this Section. b. If ▇▇▇▇▇▇▇ in any way breaches the obligations specified in this Section, the Company shall have the right, in addition to any other remedies available to it, to terminate the further payment of any amounts due under Section 3 hereof. c. If any provision hereof is found to be performed by him under this Agreement are of a specialunreasonably broad, unique, unusual, extraordinary, and intellectual character; (b) it shall nevertheless be enforceable to the business extent reasonably necessary for the protection of the Company and to carry out to the fullest extent the parties' mutual intent in entering into this Agreement, which intent is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect will be strictly enforced as agreed to. d. For purposes of this Agreement, the "Business of the Company's business. If any covenant in this Section 9 " is held to be unreasonablethe development, arbitrarymanufacturing and marketing of technologies, or against public policy, such covenant will be considered to be divisible with respect to scope, timeproducts and services for the automatic identification and keyless data entry industry, and geographic areaincludes, but is not limited to, products, services, applications, systems and technologies relating to bar coded data, magnetic stripe encoded data, radio frequency communications of bar coded or related data, optical character recognition, machine vision as applied to the recognition of bar coded data, electronic interchange of bar coded or related data, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executivecustom ▇▇▇▇-relay switching systems. The period Business of time applicable the Company shall also include any business in which the Company is actually engaged or as to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to which it is doing research and development during ▇▇▇▇▇▇▇'▇ services with the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without The Executive hereby understands and acknowledges that, by virtue of his/her position with the consent Employing Companies, he/she has obtained advantageous familiarity and personal contacts with Customers and Prospective Customers, wherever located, and the business, operations, and affairs of the CompanyEmployer. Accordingly, during the term of this Agreement and for a period of two (2) years following the termination of his/her employment, the Executive shall not, directly or indirectly: (a) as owner, anywhere in the worldofficer, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reasondirector, be associated or in any way connected as an ownerstockholder, investor, partnerproprietor, director, officerorganizer, employee, agent, representative, consultant, independent contractor, or consultant with any business entity directly engaged otherwise, engage in the manufacture and/or sale of products competitive with any material product same trade or product lines business as the Company’s Business, in the same or similar capacity as the Executive worked for the Employing Companies, or in such capacity as would cause the actual or threatened use of the CompanyEmployer’s trade secrets and/or Confidential Information; provided, however, that this Subsection shall not restrict the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingfrom acquiring, directly or indirectlyas a passive investment, an equity interest in such entity not greater less than two five percent (25%) of such entity's the outstanding equity interest, and the securities of any class of equity in which the Executive holds an interest is entity that are listed and traded on a broadly recognized national securities exchange or regional securities exchange. For purposes hereof, actively traded in the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 millionover-the-counter market. The Executive acknowledges and agrees that: (a) , given the services level of trust and responsibility given to be performed by him under this Agreement are of a special, unique, unusual, extraordinarywhile in the Employing Companies’ employ, and intellectual character; the level and depth of trade secrets and Confidential Information entrusted to him, any immediately subsequent (bi.e. within two (2) years) employment with a competitor to the business Company’s Business would result in the inevitable use or disclosure of the Company Employer’s trade secrets and Confidential Information and, therefore, this two (2) year restriction is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect against such inevitable disclosure; or (b) offer to provide employment or work of any kind (whether such employment is with the Company's businessExecutive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person who then currently is, or who within two (2) years preceding such offer or provision of employment has been, an employee of the Employer. If any covenant The restrictions on the activities of the Executive contained in this Section 9 shall be limited to the following geographical areas: (c) within a fifteen (15) mile radius of each banking center location operated by the Employer on the Executive’s Termination Date; (d) within each county in which a banking center location is held to be unreasonableoperated by the Employer on the Executive’s Termination Date; (e) within a fifty (50) mile radius of Company’s corporate headquarters address in Evansville, arbitraryIndiana; (f) within each city, or against public policy, such covenant will be considered to be divisible with respect to scope, timetown, and geographic areacounty in which the Employer began expansion or acquisition planning or efforts during the Executive’s employment with the Employing Companies, and such lesser scope, time, about which Executive gained knowledge of Confidential Information or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to bore responsibility for expanding the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.’s Business;

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the ▇▇▇▇▇-Danfoss Group, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company ▇▇▇▇▇-Danfoss Group for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product Material Product or product lines Product Lines of the Company▇▇▇▇▇-Danfoss Group; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product “Material Product or product line Product Line of the Company" ▇▇▇▇▇-Danfoss Group” shall mean any product or product line of the Company▇▇▇▇▇-Danfoss Group, the aggregate consolidated gross sales of which during any calendar year during the five (5) year period preceding the Executive's Participant’s undertaking such association with such a competitor employment were at least $10 million. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the ▇▇▇▇▇-Danfoss Group are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company ▇▇▇▇▇-Danfoss Group is worldwide in scope and its products are marketed throughout the world; (c) the Company ▇▇▇▇▇-Danfoss Group competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 13 are reasonable and necessary to protect the Company's ▇▇▇▇▇-Danfoss Group’s business. If any covenant in this Section 9 13 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 13 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive Participant will, while the covenants under this Section 9 13 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's Participant’s employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, may furnish such employer with a copy of this Award Agreement or relevant portions thereof. Any nonenforcement of this Section 13 will not be construed to be a waiver by the Company to enforce such provision in the future. If the Participant has received a payment under this Award Agreement, the Company retains the right to demand verification of employment and compliance with this Section 13 at any time prior to the date that is eighteen (18) months after the end of the Performance Period. The Company or any member of the ▇▇▇▇▇-Danfoss Group may seek restitution and repayment of the total payments made to the Participant under this Award Agreement if the Company determines that the Participant has violated this Section 13 during the eighteen (18) month period following the end of the Performance Period.

Covenant Not to Compete. Without (a) Executive recognizes that the consent services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the CompanyCorporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, anywhere at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 8(e) below): (i) except as provided in Subsection (c) below, engage in the worldbusiness of retail or mail order sale of vitamins either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Employment Term and during the Restricted Period and for a period solicit any customers of eighteen the Corporation. (18c) months following If any of the termination restrictions contained in this Section shall be deemed to be unenforceable by reason of Executive's employment with the Company for any reasonextent, be associated duration or in any way connected as an owner, investor, partner, director, officer, employee, agentgeographical scope thereof, or consultant with any business entity directly engaged otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive manner contemplated hereby. (d) This Section 7 shall not be deemed construed to have breached this undertaking if his sole relation with such entity consists of his holdingprevent the Executive from owning, directly or and indirectly, in the aggregate, an equity interest in such entity amount not greater than two exceeding five percent (25%) of such entity's the issued and outstanding equity interest, and the voting securities of any class of equity in which the Executive holds an interest any corporation whose voting capital stock is listed and traded on a broadly recognized national securities exchange or regional securities exchange. For purposes hereof, in the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofover-the-counter market.

Covenant Not to Compete. Without (a) Executive hereby acknowledges and recognizes the consent highly competitive nature of the Companybusiness of the Corporation and the Bank and accordingly agrees that, during and for the applicable period set forth in Section 8(c) hereof, Executive shall not: (i) enter into or be engaged (other than by the Corporation or the Bank), directly or indirectly, anywhere either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the worldbanking (including bank holding company) or financial services industry, at (2) starting a new bank or (3) any time other activity in which the Corporation, Bank or any of its subsidiaries are engaged during the Employment Period and for Period, in either case within a period of eighteen thirty-five (1835) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines mile radius of the Companylegal or principal executive office of the Corporation or the Bank and any branch banking office or other office of the Bank (the “Non-Competition Area”); provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingor (ii) solicit, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national current or regional securities exchange. For purposes hereof, the term "material product or product line former customers of the Company" shall mean Corporation or the Bank or any product of their respective subsidiaries to divert their business from the Corporation and/or the Bank; or (iii) solicit, directly or product line indirectly, any person who is employed by the Corporation or the Bank or any of their respective subsidiaries to leave the employ of the Company, Corporation or the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; Bank. (b) It is expressly understood and agreed that, although the business parties consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for the Company is worldwide in scope Corporation, the Bank and its products are marketed throughout subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the world; time or territory or any other restriction contained in this Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 8(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this Section 8 shall be applicable commencing on the Company competes with other businesses that are or could be located in any part date of this Agreement and continuing for two (2) years after the effective date of the world; and (d) termination of Executive’s employment. Notwithstanding the above provisions, if the Executive violates the provisions of this Section 9 8 and the Bank must seek enforcement of the provisions of Section 8 and is successful in enforcing the provisions, either pursuant to a settlement agreement, or pursuant to court order, the covenant not to compete will remain in effect for two (2) full years following the date of the settlement agreement or court order. (d) Executive hereby agrees that the provisions of this Section 8 are reasonable fully assignable by the Corporation and necessary the Bank to protect any successor. Executive also acknowledges that the Company's business. If terms and conditions of this Section 8 will not be affected by the circumstances surrounding his termination of employment. (e) The Executive acknowledges and agrees that any covenant breach of the restrictions set forth in this Section 9 is held 8 will result in irreparable injury to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, timethe Corporation and the Bank for which it shall have no meaningful remedy at law, and geographic areathe Corporation and the Bank shall be entitled to injunctive relief in order to enforce the provisions hereof. Upon obtaining any such final and nonappealable injunction, the Corporation and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine the Bank shall be entitled to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against pursue reimbursement from the Executive and/or the Executive’s employer of attorney’s fees and costs reasonably incurred in obtaining such final and nonappealable injunction. The period In addition, the Corporation and the Bank shall be entitled to pursue reimbursement from the Executive and/or the Executive’s employer of time applicable costs reasonably incurred in securing a qualified replacement for any employee enticed away from the Corporation and the Bank by Executive. Further, the Corporation and the Bank shall be entitled to any covenant in this Section 9 will be extended by the duration set off against or obtain reimbursement from Executive of any violation by payments owed or made to the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofhereunder.

Covenant Not to Compete. Without During the consent of Noncompetition Period, neither the CompanySeller nor ▇▇. ▇▇▇▇▇▇▇▇▇, the Executive shall notnor any Affiliate thereof, will engage directly or indirectly, anywhere indirectly in any business in the world, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment United States which competes with the Company for Business (or any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Companyportion thereof); provided, however, that (i) the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists ownership by the Seller or ▇▇. ▇▇▇▇▇▇▇▇▇ of his holding, directly or indirectly, an equity interest in such entity not greater less than two percent (2%) of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Seller or ▇▇. ▇▇▇▇▇▇▇▇▇ to be engaged in any of such entity's outstanding equity interestcorporation’s businesses, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (aii) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the current business of ▇▇▇▇▇▇ Corporation of supplying manufacturers with raw materials of polymers shall not be deemed competitive with the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's businessBusiness. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all the final judgment of them, as a court of competent jurisdiction may determine declares that any term or provision of this §8(e) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to be reasonablereduce the scope, not arbitraryduration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Each of the Seller and ▇▇. ▇▇▇▇▇▇▇▇▇ acknowledges and agrees that the Buyer would be damaged irreparably in the event any of the provisions of this §8(e) is not against public policyperformed in accordance with its specific terms or otherwise is breached. Accordingly, will each of the Seller and ▇▇. ▇▇▇▇▇▇▇▇▇ agrees that the Buyer shall be effectiveentitled to an injunction or injunctions to prevent breaches of the provisions of this §8(e) and to enforce specifically this §8(e) and the terms and provisions hereof in any action instituted in any court in the United States or any state thereof having jurisdiction over the Parties and the matter, binding, and enforceable against the Executive. The period of time applicable in addition to any covenant other remedy to which it may be entitled at law or in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofequity.

Covenant Not to Compete. Without 12.1 For a period of one (1) year from the consent date of termination of employment with the CompanyCorporation, Kara▇▇▇▇▇▇ ▇▇▇l not, within the Executive shall notState of Illinois, or the Commonwealth of Massachusetts, directly or indirectly, anywhere own (excluding the holding of the securities of any corporation whose securities are publicly traded if such securities owned by Kara▇▇▇▇▇▇ ▇▇ not exceed one percent (1%) in value of all of the issued and outstanding securities of such corporation), manage, operate, join, control or participate in the worldownership, at management, operation or control of; or be connected as a partner, consultant or otherwise, with any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment profit or non-profit business or organization which directly competes with the Company for Corporation or any reasonof its subsidiaries. 12.2 It is expressly understood and agreed that although the parties hereto consider the restrictions contained herein reasonable as to the protected business, time and geographic area, if the aforesaid restrictive covenant is found by any court of competent jurisdiction to be associated unreasonable because it is too broad in extent as to the protected business, time period or in any way connected as an owner, investor, partner, director, officer, employee, agentthe designated geographic area, or consultant with as to any business entity directly engaged of them, then and in that case the manufacture and/or sale of products competitive with any material product or product lines of the Company; providedrestrictions herein contained shall nevertheless remain effective, however, that the Executive but shall not be deemed considered to have breached this undertaking if his sole relation with been amended as to such entity consists of his holdingprotected business, directly time or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitraryarea, or against public policyany of them, such covenant will as the case may be, as may be considered to be divisible with respect to scope, timereasonable by such court, and geographic area, and such lesser scope, time, or geographic area, or all as so amended shall be enforceable. 12.3 It is further expressly agreed that in the event of them, as a court breach by Kara▇▇▇▇▇▇ ▇▇ any of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are herein contained, although the Corporation's damage may be substantial, the same may be extremely difficult to ascertain and money damages may not afford an adequate remedy; therefore, in effectthe event of breach, give notice in addition to such other remedies, which may be provided by law, the Company, within ten days after accepting any other employment, Corporation shall have the right to specific performance of the identity covenants herein contained by way of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereoftemporary and/or permanent injunctive relief.

Covenant Not to Compete. Without (a) Executive hereby acknowledges and recognizes the consent highly competitive nature of the Companybusiness of the Corporation and the Bank and accordingly agrees that, during and for the applicable period set forth in Section 8(c) hereof, Executive shall not: ​ (i) enter into or be engaged (other than by the Corporation or the Bank), directly or indirectly, anywhere either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the worldbanking (including bank holding company) or financial services industry, at including IT department activities and/or acting as an investment advisor or asset manager, (2) starting a new bank or (3) any time other activity in which the Corporation, Bank or any of its subsidiaries are engaged during the Employment Period and for Period, in either case within a period of eighteen twenty (1820) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines mile radius of the Companylegal or principal executive office of the Corporation or the Bank and within a twenty (20) mile radius of the Bank's Doylestown Regional branch banking office (the “Non-Competition Area”); provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingor ​ (ii) solicit, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national current or regional securities exchange. For purposes hereof, the term "material product or product line former customers of the Company" shall mean Corporation or the Bank or any product of their respective subsidiaries to divert their business from the Corporation and/or the Bank; or product line ​ (iii) solicit, directly or indirectly, any person who is employed by the Corporation or the Bank or any of their respective subsidiaries to leave the employ of the Company, Corporation or the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 millionBank. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; ​ (b) It is expressly understood and agreed that, although the business parties consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for the Company is worldwide in scope Corporation, the Bank and its products are marketed throughout subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the world; time or territory or any other restriction contained in this Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 8(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. ​ (c) The provisions of this Section 8 shall be applicable commencing on the Company competes with other businesses that are or could be located in any part date of this Agreement and continuing for twelve (12) months after the effective date of the world; and (d) termination of Executive’s employment. Notwithstanding the above provisions, if the Executive violates the provisions of this Section 9 8 and the Bank must seek enforcement of the provisions of Section 8 and is successful in enforcing the provisions, either pursuant to a settlement agreement, or pursuant to court order, the covenant not to compete will remain in effect for twelve (12) months following the date of the settlement agreement or court order. ​ ​ (d) Executive hereby agrees that the provisions of this Section 8 are reasonable fully assignable by the Corporation and necessary the Bank to protect any successor. Executive also acknowledges that the Company's businessterms and conditions of this Section 8 will not be affected by the circumstances surrounding his termination of employment. If ​ (e) The Executive acknowledges and agrees that any covenant breach of the restrictions set forth in this Section 9 is held 8 will result in irreparable injury to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, timethe Corporation and the Bank for which it shall have no meaningful remedy at law, and geographic areathe Corporation and the Bank shall be entitled to injunctive relief in order to enforce the provisions hereof. Upon obtaining any such final and nonappealable injunction, the Corporation and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine the Bank shall be entitled to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against pursue reimbursement from the Executive and/or the Executive’s employer of attorney’s fees and costs reasonably incurred in obtaining such final and nonappealable injunction. The period In addition, the Corporation and the Bank shall be entitled to pursue reimbursement from the Executive and/or the Executive’s employer of time applicable costs reasonably incurred in securing a qualified replacement for any employee enticed away from the Corporation and the Bank by Executive. Further, the Corporation and the Bank shall be entitled to any covenant in this Section 9 will be extended by the duration set off against or obtain reimbursement from Executive of any violation by payments owed or made to the Executive of such covenanthereunder. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.​

Covenant Not to Compete. Without the consent (a) In furtherance of the Companysale to Buyer of the Shares, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period and for a period of eighteen (18) months two years following the termination of Executive's employment Closing Date, Seller (A) will not compete and will cause Rockwood and Evode U.S.A. to not compete with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged Companies anywhere in the manufacture and/or sale of products competitive with any material product or product lines of United States in the CompanyBusiness; provided, however, that nothing herein shall be construed to prevent Seller, Rockwood or Evode U.S.A. from (x) acquiring any entity or business, which is not primarily engaged in a business which competes with the Executive shall not be deemed Business; provided, however, that if more than 10% of the revenues of the acquired entity or business is attributed to have breached this undertaking if his sole relation a business which competes with the Business, Seller will or will cause Rockwood or Evode U.S.A., as the case may be, to use reasonable efforts to dispose of such entity consists competing portion of his holdingsuch business within twelve months of the consummation of such acquisition by Seller, Rockwood or Evode U.S.A.; (y) owning, directly or indirectlyindirectly as an investment, an equity interest in such entity not greater than two percent (2%) up to 5% of such entity's outstanding equity interest, and the a class of equity in which securities issued by any Person that competes with the Executive holds an interest Business that is listed publicly traded and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line registered under Section 12 of the Company" shall mean Securities Exchange Act of 1934; or (z) conducting any product business conducted by them on the Closing Date (other than those conducted through the Companies) and (B) will not solicit for employment (other than through general solicitation) any person employed by Buyer or product line the Companies (or their Affiliates) at the time of the Company, the aggregate gross sales act of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are solicitation who was an executive officer of a special, unique, unusual, extraordinary, and intellectual character; Company on the Closing Date. (b) Seller acknowledges and agrees that the business of the Company is worldwide covenants set forth in this Section 4.7 are reasonable in geographical and temporal scope and its products are marketed throughout the world; in all other respects. 42 35 (c) If, at the Company competes with other businesses that are or could be located in any part time of the world; and (d) the provisions enforcement of this Section 9 are reasonable and necessary to protect 4.7, a court shall hold that the Company's business. If any covenant in this Section 9 is held to be unreasonableduration, arbitraryscope, or against public policyarea restrictions stated herein are unreasonable under circumstances then existing, such covenant will be considered to be divisible with respect to the parties agree that the maximum duration, scope, timeor area reasonable under such circumstances shall be substituted for the stated duration, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofareas.

Covenant Not to Compete. Without (a) Employee recognizes that the consent services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the CompanyCorporation that Employee agree, the Executive and accordingly, Employee does hereby agree that, except as provided in Subsection (c) below, he shall not, directly or indirectly, anywhere at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in the worldSection 9(d) below), engage in any Competitive Business (as defined in Section 9(d) below), either on his own behalf or as an officer, director, stockholder, partner principal, trustee, investor, consultant, associate, employee, owner, agent, creditor, independent contractor, co-venturer of any third party or in any other relationship or capacity. (b) Employee hereby agrees that he will not directly or indirectly, for or on behalf of himself or any third party, at any time during the Employment Restricted Period and for a period (i) solicit any customers of eighteen the Corporation or (18ii) months following the termination of Executive's employment with the Company for any reasonsolicit, be associated employ or in any way connected as an owner, investor, partner, director, officer, employee, agentengage, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product cause, encourage or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingauthorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any employee or agent of the Corporation or any of its subsidiaries. (c) This Section 9 shall not be construed to prevent Employee from owning, directly and indirectly, in the aggregate, an equity interest in such entity amount not greater than two exceeding one percent (21%) of such entity's the issued and outstanding equity interest, and the voting securities of any class of equity in which the Executive holds an interest any corporation whose voting capital stock is listed and traded on a broadly recognized national securities exchange or regional securities exchange. For purposes hereof, in the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and over-the-counter market. (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant The term "Restricted Period" as used in this Section 9 shall mean the period commencing on the date hereof and ending on the later of (1) June 30, 2015 or (ii) the date which is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against twelve (12) months after the Executivedate Employee is no longer employed by the Corporation. The period of time applicable to any covenant term "Restricted Area" as used in this Section 9 will be extended by shall mean anywhere in the duration of any violation by the Executive of such covenantworld. The Executive will, while the covenants under this Section 9 are term "Competitive Business" as used in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement andshall mean the design, at manufacture, sale, marketing or distribution of (i) branded or designer footwear, apparel, accessories and other products in the Company's electioncategories of products sold by, furnish such employer with a copy or under license from, the Corporation or any of this Agreement its affiliates, (ii) jewelry and other giftware, (iii) cosmetics, fragrances and other health and beauty care items, (iv) housewares, furniture, home furnishings and related products and (v) other branded products related to fashion, cosmetics or relevant portions thereoflifestyle.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the S▇▇▇▇-Danfoss Group, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company S▇▇▇▇-Danfoss Group for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product Material Product or product lines Product Lines of the CompanyS▇▇▇▇-Danfoss Group; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his or her sole relation with such entity consists of his or her holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product “Material Product or product line Product Line of the Company" S▇▇▇▇-Danfoss Group” shall mean any product or product line of the CompanyS▇▇▇▇-Danfoss Group, the aggregate consolidated gross sales of which during any calendar year during the five (5) year period preceding the Executive's Participant’s undertaking such association with such a competitor employment were at least $10 million. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the S▇▇▇▇-Danfoss Group are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company S▇▇▇▇-Danfoss Group is worldwide in scope and its products are marketed throughout the world; (c) the Company S▇▇▇▇-Danfoss Group competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 15 are reasonable and necessary to protect the Company's S▇▇▇▇-Danfoss Group’s business. If any covenant in this Section 9 15 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 15 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive Participant will, while the covenants under this Section 9 15 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's Participant’s employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, may furnish such employer with a copy of this Award Agreement or relevant portions thereof. Any nonenforcement of this Section 15 will not be construed to be a waiver by the Company to enforce such provision in the future. If the Participant has received a payment under this Award Agreement, the Company retains the right to demand verification of employment and compliance with this Section 15 at any time prior to the date that is eighteen (18) months after the end of the Performance Period. The Company or any member of the S▇▇▇▇-Danfoss Group may seek restitution and repayment of the total payments made to the Participant under this Award Agreement if the Company determines that the Participant has violated this Section 15 during the eighteen (18) month period following the end of the Performance Period.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the Company or any of its subsidiaries, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company and its subsidiaries for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the CompanyCompany or any of its subsidiaries; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "“material product or product line of the Company" ” shall mean any product or product line of the CompanyCompany or any of its subsidiaries, the aggregate consolidated gross sales of which during any calendar year during the five (5) year period preceding the Executive's Participant’s undertaking such association with such a competitor employment were at least $10 million. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the Company are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company and its subsidiaries is worldwide in scope and its products are marketed throughout the world; (c) the Company competes and its subsidiaries compete with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 13 are reasonable and necessary to protect the Company's ’s business. If any covenant in this Section 9 13 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 13 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive Participant will, while the covenants under this Section 9 13 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's Participant’s employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, furnish such employer with a copy of this Award Agreement or relevant portions thereof.

Covenant Not to Compete. Without a) Executive recognizes that the consent services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the CompanyCompany that Executive agree, the and accordingly, Executive does hereby agree, that he shall not, directly or indirectly, anywhere at any time during the term of the Agreement and the "Restricted Period", as defined in the worldSection 9(e) below, employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any employee or agent of Company or any affiliate thereof. b) Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Employment Period term of the Agreement and for a period during the Restricted Period, solicit any customers of eighteen (18) months following the termination of Executive's employment with the Company for or any reasonaffiliate thereof. c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, be associated duration or in any way connected as an owner, investor, partner, director, officer, employee, agentgeographical scope thereof, or consultant with any business entity directly engaged otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive manner contemplated hereby. d) This Section 9 shall not be deemed construed to have breached this undertaking if his sole relation with such entity consists of his holdingprevent Executive from owning, directly or indirectly, in the aggregate, an equity interest in such entity amount not greater than two exceeding five percent (25%) of such entity's the issued and outstanding equity interest, and the voting securities of any class of equity in which the Executive holds an interest any company whose voting capital stock is listed and traded on a broadly recognized national securities exchange or regional on the over-the-counter market other than securities exchange. For purposes hereof, the term "material product or product line of the Company. e) The term "Restricted Period," shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant as used in this Section 9 is held to be unreasonable9, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against shall mean the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that actual employment hereunder plus twelve (12) months after the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofTermination Date.

Covenant Not to Compete. Without Employee and PVI agree that the consent services rendered by the Employee are unique and irreplaceable. Employee agrees that during the period of the CompanyEmployee's employment with PVI and for a period of one (1) year thereafter, the Executive Employee shall not, directly or indirectly, anywhere through any other person, firm, corporation or other entity (whether as an officer, director, employee, partner, consultant, holder of equity or debt investment, lender or in any other manner or capacity): (a) in any geographical area in the worldUnited States or in those foreign countries where PVI, at any time during the Employment Period period of Employee's employment with PVI, conducts or proposes to conduct business or initiate activities, design, manufacture, sell, market, offer to sell or supply video or television technology similar to that being developed or sold by PVI on the date of the termination of Employee's employment with PVI for any reason; (b) solicit, induce, encourage or attempt to induce or encourage any employee of PVI to terminate his or her employment with PVI or to breach any other obligation to PVI; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between PVI and any customer, potential customer, or supplier of PVI; or (d) engage in or participate in any business conducted under any name that shall be the same as or similar to the name of PVI or any trade name used by it. Employee acknowledges that the foregoing geographic, activity and time limitations contained in this Section 7 are reasonable and properly required for the adequate protection of PVI's business. In the event that any such geographic, activity or time limitation is deemed to be unreasonable by a court, Employee shall submit to the reduction of either said activity or time limitation to such activity or period as the court shall deem reasonable. In the event that Employee is in violation of the aforementioned restrictive covenants, then the time limitation thereof shall be extended for a period of eighteen (18) months following time equal to the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) pendency of such entity's outstanding equity interestproceedings, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofincluding appeals.

Covenant Not to Compete. Without (a) The Executive recognizes that the consent services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the CompanyCompany that the Executive agrees and, accordingly, the Executive does hereby agree that, except as provided in Section 10.3, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Restricted Period and for (as hereinafter defined) within the Restricted Area (as hereinafter defined), engage in any Competitive Business (as hereinafter defined), either on his own behalf or as an officer, director, stockholder, partner, principal, trustee, investor, consultant, associate, employee, owner, agent, creditor, independent contractor, co-venturer of any third party or in any other relationship or capacity. (b) For purposes of this Agreement, (i) “Restricted Period” shall mean (A) in the event of a period of eighteen (18) months following the termination of the Executive's ’s employment with by the Company for any reasonCause or by the resignation of the Executive without Good Reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged the period of the Executive’s actual employment hereunder plus six months after the date the Executive is no longer employed by the Company and (B) in the manufacture and/or sale event of products competitive with any material product or product lines a termination of the Company; provided, however, that Executive’s employment by the Company due to the Executive’s Total Disability or without Cause (including termination resulting from a Change of Control) or by the resignation of the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereoffor Good Reason, the term "material product or product line period of the Company" Executive’s actual employment hereunder; (ii) “Restricted Area” shall mean any product or product line of anywhere in the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the worldUnited States; and (diii) “Competitive Business” shall mean the provisions design, manufacture, sale, marketing or distribution of this Section 9 are reasonable (A) branded or designer footwear, apparel, accessories and necessary to protect other products in the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrarycategories of products sold by, or against public policyunder license from, such covenant will be considered the Company or any of its affiliates and (B) other branded products related to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, fashion or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereoflifestyle.

Covenant Not to Compete. Without ▇. ▇▇▇▇▇▇▇▇▇ recognizes and acknowledges the consent competitive and proprietary nature of Amedica’s Field of Interest. Hilibrand acknowledges and agrees that a business will be deemed competitive with Amedica if it develops, manufactures or sells any ceramic products within the Field of Interest and Hilibrand has participated in the creation, research and/or testing of those such ceramic products (such business to be referred to as a “Competitive Business”). ▇. ▇▇▇▇▇▇▇▇▇ agrees that during the Term and for an additional [**********] after termination of this Agreement (which period shall be tolled during the period of any violation or breach of any of the Companyprovisions hereof and for a period of [**********] thereafter), the Executive whether such termination is voluntary or involuntary, Hilibrand shall not: (i) for his benefit, or on behalf of any other person or entity, directly or indirectly, as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any Competitive Business anywhere in the worldcontinental United States of America (the “Restricted Territory”), at except that nothing contained herein shall preclude Hilibrand from purchasing or owning securities of any time during the Employment Period such business if such securities are publicly traded, and for a period of eighteen provided that his holdings do not exceed one percent (181%) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Companyissued and outstanding securities of any class of securities of such business; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists or (ii) either individually or on behalf of his holdingor through any third party, directly or indirectly, an equity interest in solicit, entice or persuade or attempt to solicit, entice or persuade any other employees of or consultants to Amedica or any present or future parent, subsidiary or affiliate of Amedica to leave the services of Amedica or any such entity not greater than two percent (2%) of such entity's outstanding equity interestparent, subsidiary or affiliate for any reason. ▇. ▇▇▇▇▇▇▇▇▇ further recognizes and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (ai) the services restrictions in this Section 8 are reasonable in relation to be performed by him under this Agreement are of a special, unique, unusual, extraordinarythe skills which represent his principal salable asset both to Amedica and to any prospective employers, and intellectual character; (bii) the business geographical scope of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable 8 is reasonable, legitimate and necessary fair to protect Hilibrand in light of Amedica’s need to market its services and sell its products worldwide in order to have a sufficient customer base to make Amedica’s business profitable and in light of the Company's business. If any covenant limited restrictions on the type of employment prohibited herein compared to the types of employment for which Hilibrand is qualified to earn his livelihood. d. The acknowledgments and agreements set forth in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all 8 shall survive the termination of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, Hilibrand’s performance of the identity of Development Services for any reason, for the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereoftime period set forth herein.

Covenant Not to Compete. Without Employee hereby covenants and agrees that, from the consent of date hereof until December 31, 2002 (the Company"Restrictive Period"), the Executive he shall not, directly or indirectly, anywhere own, operate, manage, join, control, participate in the worldownership, at management, operation or control of, or be paid or employed by, or acquire any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment securities of, or otherwise become associated with the Company for any reasonor provide assistance to, be associated or in any way connected as an owneremployee, investor, partnerconsultant, director, officer, employeeshareholder, partner, agent, associate, principal, representative or consultant with in any other capacity, any business entity or activity which is directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Companyindirectly a "Competitive Business" (as hereinafter defined); providedPROVIDED, howeverHOWEVER, that the Executive foregoing shall not be deemed prevent Employee from (i) performing services for a Competitive Business if such Competitive Business is also engaged in other lines of business and if Employee's services are restricted to have breached this undertaking if his sole relation with employment in such entity consists other lines of his holding, directly business; or indirectly, (ii) acquiring the securities of or an equity interest in any Competitive Business, provided such entity not greater ownership of securities or interests represents at the time of such acquisition, but including any previously held ownership interests, less than two percent Two Percent (2%) of any class or type of securities of, or interest in, such entity's outstanding equity interestCompetitive Business. The term "Competitive Business" shall mean and include any business or activity that is substantially the same as any business or activity then conducted by the Company, regardless of where such Competitive Business is located. If either the period of time or the geographic area specified in this Paragraph 9 should be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months and/or the geographic area shall be limited in scope so that such restrictions may be enforced for such time and in such area as is adjudged to be reasonable. If Employee violates any of the class of equity restrictions contained in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereofthis Paragraph 9, the term "material product or product line Restrictive Period shall not run in Employee's favor from the time of the commencement of any such violation until such time as such violation shall be cured to the satisfaction of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without the consent of the Company, the Executive Employee shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Employee’s employment with the Company and for a period of eighteen (18) months following the termination of Executive's Employee’s employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive Employee shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Employee holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "“material product or product line of the Company" ” shall mean any product or product line of the CompanyCompany or any of its subsidiaries, the aggregate consolidated gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association termination of Employee’s employment with such a competitor the Company were at least $10 million. The Executive Employee acknowledges that: (a) the services to be performed by him under this Agreement for the Company are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 5 are reasonable and necessary to protect the Company's ’s business. If any covenant in this Section 9 5 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveEmployee. The period of time applicable to any covenant in this Section 9 5 will be extended by the duration of any violation by the Executive Employee of such covenant. The Executive Employee will, while the covenants under this Section 9 5 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's Employee’s employer. The Company may notify such employer that the Executive Employee is bound by this Agreement and, at the Company's ’s election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without the consent of Executive acknowledges that he has obtained and will continue to obtain, during his employment with the Company, knowledge of Confidential Information, customer relationships, know-how and goodwill that would, in the event Executive were to become employed by or otherwise associated with a competitor, cause irreparable harm to the Company and its Affiliates. In consideration of the promises of the Company herein, and to protect these and other legitimate business interests, Executive agrees to the following independent and severable restrictions: (a) During the Noncompete Period, Executive shall not, not directly or indirectly, anywhere in the world, at any time during the Employment Period and for as a period of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agentshareholder, investor, partner, consultant or consultant otherwise, provide any services in connection with the business of any business person or entity directly who/which produces or sells any products or services (i) that compete with those produced, sold or offered for sale by the Company or any Affiliate as of the Termination Date; or (ii) which, during the twenty-four (24) months prior to the Termination Date, the Company or an Affiliate has taken internal or external steps to sell or produce or has materially considered, at an executive level, selling or producing (both (i) and (ii) hereinafter referred to as “Restricted Products/Services”). The geographic scope (the “Territory”) of this covenant shall include the United States and any other country in which the Company or an Affiliates has direct operations, operates through a joint venture in which it has more than a nominal investment interest or has sold or engaged in marketing of Restricted Products/Services. Nothing in this Agreement shall prohibit Executive’s ownership of securities of corporation that is listed on a national securities exchange or traded in the manufacture and/or sale of products competitive with any material product or product lines national over-the-counter market in an amount that does not exceed five percent (5%) of the Company; providedoutstanding shares of any such corporation. (b) During the Noncompete Period, however, that the Executive shall not be deemed solicit any customer of the Company to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than whom/which is sold restricted Products/Services during the two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period years preceding the Executive's undertaking Terminate Date anywhere in the territory for the purpose of selling Restricted Products/Services to such association with such a competitor were at least $10 million. The Executive acknowledges that: customer. (ac) Recognizing the services to be performed by him under this Agreement are specialized nature of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in and its Affiliate, Executive acknowledges and agrees that the duration, geographic scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions activity restrictions of this Section 9 covenants not to compete are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as not prevent him from earning a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofliving.

Covenant Not to Compete. Without 5.1 It is recognized and understood by the consent parties hereto that the undersigned, through his or her association with Company, has and shall acquire a considerable amount of knowledge and goodwill with respect to the business of Company, which knowledge and goodwill are extremely valuable to Company and which would be extremely detrimental to Company if used by the undersigned to compete with Company. It is, therefore, understood and agreed by the parties hereto that, because of the nature of the business of Company, it is necessary to afford fair protection to Company from such unfair competition by the Executive shall undersigned. 5.2 Consequently, as material inducement to engage the undersigned, the undersigned covenants and agrees that at any time while engaged by Company and for a period of one (1) year following his or her termination, he or she will not, directly or indirectly, anywhere in the world, at with or through any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated family member or in any way connected as an owner, investor, partner, former director, officerofficer or employee of Company, or acting alone or as a director, employee, agent, consultant, member of a partnership, firm, corporation or consultant with other entity or as a holder of or investor in as much as 5% of any security of any class of any corporation or other business entity: (a) engage anywhere in the Noncompetition Area (as defined below) in any business entity directly engaged in related to the manufacture and/or sale business then being actively pursued or reasonably anticipated to be pursued by Company at the time of products competitive with any material product such termination, including, without limitation, the following businesses: Atherotech, Inc; Berkeley HeartLab, Inc.; Bio-Reference Laboratories, Inc.; Blue Wave Healthcare Consultants, Inc.; Carilion-Spectrum; Health Diagnostic Laboratory, Inc.; Laboratory Corporation of America Holdings; Boston Heart Diagnostics, or product lines of the CompanyQuest Diagnostics Incorporated; provided, however, that the Executive foregoing shall not be deemed to have breached this undertaking if his sole relation with prevent the undersigned from working for a company or other entity (the “Competitive Entity”) whose business includes the sale, licensing or performance of testing or analysis services or products competitive or similar to those products or services then provided by Company (“Competitive Tests”) provided that such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater Competitive Tests constitute less than two percent (2%) 5% of such entity's outstanding equity interest, Competitive Entity’s business and the class of equity undersigned is not involved in which the Executive holds an interest is listed and traded on a broadly recognized national nor does work for any division or regional securities exchange. For purposes hereofdepartment responsible for developing, designing, marketing or selling such Competitive Tests; or (b) interfere with, or seek to interfere with, the term "material product or product line relationship between Company and any affiliate of Company with the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges thatfollowing: (a) any of the services to be performed by him under this Agreement are employees of a special, unique, unusual, extraordinary, and intellectual charactersuch entities; (b) the business any of the customers of such entities then existing or existing at any time within two (2) years prior to termination of the undersigned’s engagement by Company; or (c) any of the suppliers of such entities then existing or existing at any time within two (2) years prior to termination of the undersigned’s engagement by Company; or (c) solicit to hire or hire any person who was an employee of Company is worldwide in scope and its products are marketed throughout or an affiliate of Company within the prior six (6) months. 5.3 For the purpose of this Agreement, the “Noncompetition Area” shall be (i) the entire world; (cii) the United States of America; (iii) each state in which Company competes with other businesses that are does business or could be located in did business at any part time within two (2) years prior to the termination of the worldundersigned’s engagement by Company; (iv) the States of Maryland, Virginia, North Carolina, South Carolina and Georgia; and (dv) the provisions State of this Section 9 are reasonable and necessary to protect the Company's businessNorth Carolina. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction determines that the Noncompetition Area described above in subparagraph (i) is too restrictive, then the parties agree that the Noncompetition Area shall be the area specified in subparagraph (ii). If a court of competent jurisdiction determines that the Noncompetition Area as set forth in subparagraphs (i) and (ii) above are too restrictive, then the parties agree the Noncompetition Area shall be reduced to the area specified in each of the following subsections and in the following order until the court determines an acceptable geographic area: subparagraphs (iii), (iv), or (v). If the court determines that all of the areas mentioned above are too restrictive, then the parties agree that the court may determine reduce or limit the area to enable the intent of this Section to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against enforced in the Executive. largest acceptable area. 5.4 The period parties hereto agree that in the event that the length of time applicable set forth in Section 5.2 is deemed too restrictive in any court proceeding, that the court may reduce such restrictions to any covenant in those which it deems reasonable under the circumstances. 5.5 The undersigned agrees and acknowledges that Company does not have an adequate remedy at law for the breach or threatened breach by him or her of this Section 9 will 5 and agrees that Company may, in addition to the other remedies which may be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants available to it under this Section 9 are Agreement, file suit in effect, give notice equity to enjoin the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify undersigned from such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement breach or relevant portions thereofthreatened breach.

Covenant Not to Compete. Without (a) For a period of three years from the consent Closing Date, neither Seller nor any Subsidiaries or affiliates of the CompanySeller, the Executive shall notunless acting in accordance with Buyer's prior written consent, shall, directly or indirectly, anywhere own, manage, join, operate or control, or participate in the worldownership, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reasonmanagement, operation or control of, or be associated or in any way connected as an owner, investor, partner, a director, officer, employee, agentpartner, consultant or otherwise with, or consultant with permit their names to be used by or in connection with, any profit or non-profit business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; providedorganization which produces, howeverdesigns, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingconducts research on, provides, sells, distributes or markets products, goods, equipment or services which, directly or indirectly, an equity interest competes with the Business, as conducted by Seller immediately prior to the Closing, in such entity not greater than two percent (2%) any area east of such entity's outstanding equity interestthe Mississippi river, and the class of equity or in any other countries in which the Executive holds an interest Business is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, conducted; it being understood that the term "material product or product line of the Company" foregoing shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: not limit Parent from (a) acquiring control of any company or business which derives less than 5% of its revenues from a business which competes directly with the services Business as conducted by Seller immediately prior to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; the Closing or (b) making passive investments of less than 5% of its outstanding equity securities in any entity listed for trading on a national stock exchange or quoted on any recognized automatic quotation system. (b) If the business covenant set forth in clause 6.6(a) above is determined by any court to be unenforceable by reason of its extending for too great a period of time or over too great a geographic area, or by reason of its being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and over the greatest geographic area, and to otherwise have the broadest application as shall be enforceable. The invalidity or unenforceability of any particular provision of this agreement shall not affect the other provisions hereof, which shall continue in full force and effect. Without limiting the foregoing, the covenants contained herein shall be construed as separate covenants, covering their respective subject matters, with respect to each of the Company is worldwide separate cities, counties and states of the United States, and each other country, and political subdivision thereof, in scope and which any of Seller or its products are marketed throughout the world; successors now transacts any business. (c) the Company competes with other businesses Seller acknowledges that are or could be located in any part of the world; and (di) the provisions of clauses (a) and (b) of this Section 9 6.6 are reasonable and necessary to protect the Company's businesslegitimate interests of Buyer, and (ii) any violation of clauses (a) or (b) of this Section 6.6 will result in irreparable injury to Buyer, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such violation would not be reasonable or adequate compensation to Buyer for such a violation. If Accordingly, Seller agrees that if Seller violates the provisions of clauses (a) or (b) of this Section 6.6, in addition to any covenant other remedy which may be available at law or in equity, Buyer shall be entitled to specific performance and injunctive relief, without posting bond or other security, and without the necessity of proving actual damages. (d) Anything contained in this Section 9 Agreement to the contrary notwithstanding, it is held understood and agreed by each of Buyer and Seller that Parent is engaged in the retail drug store industry and, as such, offers for sale on a regular basis certain merchandise inventory which could be deemed to be unreasonable"competitive" with the Business, arbitrary, and that any such activity either existing or against public policy, such covenant will which may hereafter exist in any retail store owned or operated by Parent shall not be considered deemed to violate and shall not violate this Article VI so long as merchandise inventory which could be deemed to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all "competitive" does not occupy more than 25% of them, as a court the total linear feet of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration shelf space of any violation by the Executive retail store of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofParent.

Covenant Not to Compete. Without a. Executive acknowledges that the consent businesses of the Company is highly competitive and international in scope, that its products are sourced and marketed throughout North America, that the Company competes in nearly all of its business activities with other organizations which are or could be located throughout North America and that the nature of Executive’s services, position and expertise are such that he is capable of competing with the Company from nearly any location in North America. Executive further acknowledges that all services of Executive are exclusive to the Company, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period and for a period of eighteen (18) months following the termination of that Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, ’s performances and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement hereunder are of a special, unique, unusual, extraordinary, extraordinary and intellectual charactercharacter which gives them peculiar value, the loss of which cannot reasonably or adequately be compensated in an action at law for damages and that a breach by Executive of the terms of this Section 6 of this Agreement will cause the Company irreparable injury. b. In recognition of the foregoing, Executive covenants and agrees that he will not, as a principal, officer, director, shareholder, partner, member, employee, consultant, independent contractor, agent or executive or in any other capacity whatsoever, without the prior written consent of the Company, do any of the following during his employment with the Company, plus (i) an additional six (6) months following a Severance Event that occurs during the first twelve months of Executive’s employment; or (bii) an additional twelve (12) months following a Severance Event that occurs after the first twelve (12) months of Executive’s employment: (i) Engage in a business that competes with a material portion of the Company’s, or any of its subsidiaries, business activities; (ii) Acquire any ownership of any kind in, or become associated with or provide services to any other person, corporation, partnership, limited liability company, business trust, association or other business entity engaged in a business that competes with a material portion of the Company’s, or any of its subsidiaries, business activities; (iii) Intentionally and knowingly solicit or attempt to solicit or participate in the solicitation of a vendor or a customer of the Company, or any of its subsidiaries, to terminate his, her or its relationship therewith; or (iv) Solicit or attempt to solicit or encourage any person, who is then, or was within the then most recent twelve (12) month period, to the knowledge of Executive, an employee, agent, consultant or representative of the Company is worldwide in scope and or any of its products are marketed throughout the world; (c) the Company competes with subsidiaries, to become an employee, agent, representative or consultant of or to Executive or any other businesses that are individual or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant entity. c. Nothing in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy 6 of this Agreement shall prevent Executive from making or relevant portions thereofholding an investment in securities traded on any national securities exchange or traded in the over-the-counter market, provided said investments do not exceed one percent (1%) of the issued and outstanding securities of any one such issuer or, if the total investment in the issuer is $500,000 or less, up to five percent (5%) of such issued and outstanding securities.

Covenant Not to Compete. Without (a) Executive hereby acknowledges and recognizes the consent highly competitive nature of the Companybusiness of the Corporation and the Bank and accordingly agrees that, during and for the applicable period set forth in Section 9(c) hereof, Executive shall not: (i) enter into or be engaged (other than by the Corporation or the Bank), directly or indirectly, anywhere either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the worldbanking (including bank holding company) or financial services industry, at (2) starting a new bank or (3) any time other activity in which the Corporation, Bank or any of its subsidiaries are engaged during the Employment Period and for Period, in either case within a period of eighteen thirty-five (1835) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines mile radius of the Companylegal or principal executive office of the Corporation or the Bank and any branch banking office or other office of the Bank (the "Non-Competition Area"); provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingor (ii) solicit, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national current or regional securities exchange. For purposes hereof, the term "material product or product line former customers of the Company" shall mean Corporation or the Bank or any product of their respective subsidiaries to divert their business from the Corporation and/or the Bank; or (iii) solicit, directly or product line indirectly, any person who is employed by the Corporation or the Bank or any of their respective subsidiaries to leave the employ of the Company, Corporation or the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; Bank. (b) It is expressly understood and agreed that, although the business parties consider the restrictions contained in Section 9(a) hereof reasonable for the purpose of preserving for the Company is worldwide in scope Corporation, the Bank and its products are marketed throughout subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the world; time or territory or any other restriction contained in this Section 9(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 9(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The provisions of this Section 9 shall be applicable commencing on the Company competes with other businesses that are or could be located in any part date of this Agreement and continuing for two (2) years after the effective date of the world; termination of Executive’s employment. Notwithstanding the above provisions, if the Executive violates the provisions of this Section 9 and the Bank must seek enforcement of the provisions of Section 9 and is successful in enforcing the provisions, either pursuant to a settlement agreement, or pursuant to court order, the covenant not to compete will remain in effect for two (2) full years following the date of the settlement agreement or court order. (d) Executive hereby agrees that the provisions of this Section 9 are reasonable fully assignable by the Corporation and necessary the Bank to protect any successor. Executive also acknowledges that the Company's business. If any covenant in terms and conditions of this Section 9 is held to will not be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, affected by the circumstances surrounding his termination of employment. (e) The Executive acknowledges and geographic area, and such lesser scope, time, or geographic area, or all agrees that any breach of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant restrictions set forth in this Section 9 will result in irreparable injury to the Corporation and the Bank for which it shall have no meaningful remedy at law, and the Corporation and the Bank shall be extended entitled to injunctive relief in order to enforce the provisions hereof. Upon obtaining any such final and nonappealable injunction, the Corporation and the Bank shall be entitled to pursue reimbursement from the Executive and/or the Executive’s employer of attorney’s fees and costs reasonably incurred in obtaining such final and nonappealable injunction. In addition, the Corporation and the Bank shall be entitled to pursue reimbursement from the Executive and/or the Executive’s employer of costs reasonably incurred in securing a qualified replacement for any employee enticed away from the Corporation and the Bank by Executive. Further, the duration Corporation and the Bank shall be entitled to set off against or obtain reimbursement from Executive of any violation by payments owed or made to the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofhereunder.

Covenant Not to Compete. Without a. Lauryssen recognizes and acknowledges the consent competitive and proprietary nature of Amedica’s Field of Interest. Lauryssen acknowledges and agrees that a business will be deemed competitive with Amedica if it develops, manufactures or sells any ceramic products within the Field of Interest and Lauryssen has participated in the creation, research and/or testing of those such ceramic products (such business to be referred to as a “Competitive Business”). b. Lauryssen agrees that during the Term and for an additional [*********] after termination of this Agreement (which period shall be tolled during the period of any violation or breach of any of the Companyprovisions hereof and for a period of [**********] thereafter), the Executive whether such termination is voluntary or involuntary, Lauryssen shall not: (i) for his benefit, or on behalf of any other person or entity, directly or indirectly, as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any Competitive Business anywhere in the worldcontinental United States of America (the “Restricted Territory”), at except that nothing contained herein shall preclude Lauryssen from purchasing or owning securities of any time during the Employment Period such business if such securities are publicly traded, and for a period of eighteen provided that his holdings do not exceed one percent (181%) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Companyissued and outstanding securities of any class of securities of such business; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists or (ii) either individually or on behalf of his holdingor through any third party, directly or indirectly, an equity interest in solicit, entice or persuade or attempt to solicit, entice or persuade any other employees of or consultants to Amedica or any present or future parent, subsidiary or affiliate of Amedica to leave the services of Amedica or any such entity not greater than two percent (2%) of such entity's outstanding equity interestparent, subsidiary or affiliate for any reason. c. Lauryssen further recognizes and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (ai) the services restrictions in this Section 9 are reasonable in relation to be performed by him under this Agreement are of a special, unique, unusual, extraordinarythe skills which represent his principal salable asset both to Amedica and to any prospective employers, and intellectual character; (bii) the business geographical scope of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable is reasonable, legitimate and necessary fair to protect Lauryssen in light of Amedica’s need to market its services and sell its products worldwide in order to have a sufficient customer base to make Amedica’s business profitable and in light of the Company's business. If any covenant limited restrictions on the type of employment prohibited herein compared to the types of employment for which Lauryssen is qualified to earn his livelihood. d. Notwithstanding anything herein to the contrary, nothing in this Section 9 is held shall apply with regard to be unreasonableany services performed by Lauryssen prior to the Term hereof (and which services do not involve any activities by Lauryssen within the Field of Interest continuing from and after the date of this Agreement) with regard to any devices, arbitraryideas, or against public policydiscoveries, such covenant will be considered to be divisible with respect to scopecreations, timeimprovements, know-how, inventions, designs, developments, apparatus, techniques, methods, processes, and geographic areamaterials of any kind (the “Prior Work”). Accordingly, nothing herein shall prohibit Lauryssen’s receipt of any compensation of any kind (e.g., royalties) in consideration for such Prior Work. e. The acknowledgments and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant agreements set forth in this Section 9 will be extended by shall survive the duration termination of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, Lauryssen’s performance of the identity of Development Services for any reason, for the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereoftime period set forth herein.

Covenant Not to Compete. Without the consent of the Company, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period and for a period of eighteen two (182) months years following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the CompanyCompany or any of its subsidiaries; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the CompanyCompany or any of its subsidiaries, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor employment were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company and its subsidiaries is worldwide in scope and its products are marketed throughout the world; (c) the Company competes and its subsidiaries compete with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 7 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 7 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 7 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 7 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without (a) For six (6) years after the consent date of the Companytermination of employment hereunder , the Executive shall not, directly or indirectly, anywhere individually or on behalf of any other person or entity, (A) engage or have an economic interest in (whether as owner, stockholder, partner, lender, consultant, employee, agent or otherwise) any business, activity or enterprise which is then directly competitive with a material portion of the business, taken as a whole, of the Company and of any division or operation of the Company and of the Company’s subsidiaries (collectively, the “Company Group”) in any region of the United States in which such business is then being conducted, it being understood that the Company Group currently is engaged primarily in the worldbusiness of for-profit post-secondary education for working adults and non-traditional adult students, or (B) hire or employ any person who has been an employee of any member of the Company Group at any time during within 12 months prior to the Employment Period and for a period of eighteen (18) months following the Executive’s termination of Executive's employment or solicit, aid or induce such person to leave his or her employment with any member of the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant Group to accept employment with any business other person or entity. It is agreed that (i) any education entity directly which is primarily engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not for profit post-secondary education sector will not be deemed to have breached this undertaking if his sole relation with be a direct competitor of the Company Group hereunder unless: (y) such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, meets the direct and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association competition standard with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company Group in any particular region as set forth in subsection 14(a)(A) above, and (z) a material portion of such entity’s tuition and fee revenue is worldwide in scope derived from working adult and its products are marketed throughout non-traditional adult students who have demographic characteristics consistent with the world; demographic profile of the Company’s primary student body (cany such entity meeting (y) and (z) above being referred to herein as a “Non-Profit Competitor”), (ii) the Company competes with other businesses Executive’s ownership of less than 1% of any class of stock in a publicly-traded corporation or his membership on any board of directors that are or could is permissible under Section 3 hereof shall not be located in any part deemed a breach of the world; this Section 14, and (diii) nothing herein shall be construed to prohibit general solicitation of employment by means of advertising. (b) The Executive acknowledges and agrees that a violation of Section 12 and the foregoing provisions of this Section 9 are reasonable 14 (referred to collectively as the Confidentiality and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice Noncompetition Agreement) would cause irreparable harm to the Company, within ten days after accepting and that the Company’s remedy at law for any such violation would be inadequate. In recognition of the foregoing, the Executive agrees that, in addition to any other employmentrelief afforded by law or this Agreement, including damages sustained by a breach of this Agreement, and without the necessity or proof of actual damages, the Company shall have the right to seek specific enforcement of this Agreement, which may include, among other things, temporary and permanent injunctions, it being the understanding of the identity undersigned parties hereto that seeking damages and injunctions shall all be proper modes of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofrelief and are not to be considered as alternative remedies.

Covenant Not to Compete. Without (a) For six (6) years after the consent date of the Companytermination of employment hereunder, the Executive shall not, directly or indirectly, anywhere individually or on behalf of any other person or entity, (A) engage or have an economic interest in (whether as owner, stockholder, partner, lender, consultant, employee, agent or otherwise) any business, activity or enterprise which is then directly competitive with a material portion of the business, taken as a whole, of the Company and of any division or operation of the Company and of the Company’s subsidiaries (collectively, the “Company Group”) in any region of the United States in which such business is then being conducted, it being understood that the Company Group currently is engaged primarily in the worldbusiness of for-profit post-secondary education for working adults and non-traditional adult students, or (B) hire or employ any person who has been an employee of any member of the Company Group at any time during within 12 months prior to the Employment Period and for a period of eighteen (18) months following the Executive’s termination of Executive's employment or solicit, aid or induce such person to leave his or her employment with any member of the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant Group to accept employment with any business other person or entity. It is agreed that (i) any education entity directly which is primarily engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not for profit post-secondary education sector will not be deemed to have breached this undertaking if his sole relation with be a direct competitor of the Company Group hereunder unless: (y) such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, meets the direct and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association competition standard with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company Group in any particular region as set forth in subsection 13(a)(A) above, and (z) a material portion of such entity’s tuition and fee revenue is worldwide in scope derived from working adult and its products are marketed throughout non-traditional adult students who have demographic characteristics consistent with the world; demographic profile of the Company’s primary student body (cany such entity meeting (y) and (z) above being referred to herein as a “Non-Profit Competitor”), (ii) the Company competes with other businesses Executive’s ownership of less than 1% of any class of stock in a publicly-traded corporation or his membership on any board of directors that are or could is permissible under Section 3 hereof shall not be located in any part deemed a breach of the world; this Section 13, and (diii) nothing herein shall be construed to prohibit general solicitation of employment by means of advertising. (b) The Executive acknowledges and agrees that a violation of Section 11 and the foregoing provisions of this Section 9 are reasonable 13 (referred to collectively as the Confidentiality and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice Noncompetition Agreement) would cause irreparable harm to the Company, within ten days after accepting and that the Company’s remedy at law for any such violation would be inadequate. In recognition of the foregoing, the Executive agrees that, in addition to any other employmentrelief afforded by law or this Agreement, including damages sustained by a breach of this Agreement, and without the necessity or proof of actual damages, the Company shall have the right to seek specific enforcement of this Agreement, which may include, among other things, temporary and permanent injunctions, it being the understanding of the identity undersigned parties hereto that seeking damages and injunctions shall all be proper modes of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofrelief and are not to be considered as alternative remedies.

Covenant Not to Compete. Without (a) English hereby agrees that, during the consent period from the date hereof through the end of the Company, first year after the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period and for a period cessation of eighteen (18) months following the termination of ExecutiveEnglish's employment with the Company for hereunder, he will not (x) carry on or engage in the business of providing original editorial financial news content over the Internet (a "Competitive Business"), (y) become a stockholder of a corporation or a member of a partnership, limited liability company or any reasonother Person (as defined below), act as a consultant to any of the foregoing or provide assistance to any enterprise, in each case which carries on or engages in a Competitive Business; provided, however, that, notwithstanding the foregoing, (i) English shall be associated permitted to carry on, engage in, become a stockholder or member of, act as a consultant to or provide assistance to an enterprise that devotes less than twenty percent (20%) of its resources on a consolidated basis to developing a Competitive Business or generates less than 20% of its revenues or earnings from a Competitive Business, so long as in any way connected either case English does not serve as an owner, investor, partner, director, officer, employee, agentconsultant, principal, officer or consultant with any business entity directly director of the unit or subdivision of such enterprise that is engaged in the manufacture and/or sale Competitive Business, and (ii) English may own less than three percent of products competitive with the outstanding shares of stock of any material product corporation whose shares are publicly traded on a United States national securities exchange, the Nasdaq Stock Market or product lines any over-the-counter public securities market or (z) directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any employee of the Company. (b) The parties acknowledge that the restrictions contained in Sections 5(a) and 6 hereof are a reasonable and necessary protection of the immediate interests of the Company, and any violation of these restrictions would cause substantial injury to the Company and that the Company would not have entered into this Employment Agreement, without receiving the additional consideration offered by English in binding himself to any of these restrictions. In the event of a breach or threatened breach by English of any of these restrictions, the Company shall be entitled to apply to any court of competent jurisdiction for an injunction restraining English from such breach or threatened breach; provided, however, that the Executive right to apply for an injunction shall not be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach. In the event that, notwithstanding the foregoing, a covenant included in this Section 5 shall be deemed by any court to have breached be unreasonably broad in any respect, it shall be modified in order to make it reasonable and shall be enforce accordingly. If any one or more of the provision of this undertaking if his sole relation with such entity consists of his holdingSection 5 shall be held to be invalid, directly illegal or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereofunenforceable, the term "material product validity, legality or product line enforceability of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the remaining provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to 5 shall not be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofaffected thereby.

Covenant Not to Compete. Without (a) Executive recognizes that the consent services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the CompanyCorporation that Executive agree, the and accordingly, Executive does hereby agree that, except as provided in Subsection (c) below, he shall not, directly or indirectly, anywhere at any time during the Restricted Period within the Restricted Area (as such terms are defined in the worldSection 9(d) below), engage in any Competitive Business (as defined in Section 9(d) below), either on his own behalf or as an officer, director, stockholder, partner, principal, trustee, investor, consultant, associate, employee, owner, agent, creditor, independent contractor, co-venturer of any third party or in any other relationship or capacity. (b) Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Employment Restricted Period and for a period (i) solicit any customers of eighteen the Corporation or (18ii) months following the termination of Executive's employment with the Company for any reasonsolicit, be associated employ or in any way connected as an owner, investor, partner, director, officer, employee, agentengage, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product cause, encourage or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingauthorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any third party, any employee or agent of the Corporation or any of its subsidiaries. (c) This Section 9 shall not be construed to prevent Executive from owning, directly and indirectly, in the aggregate, an equity interest in such entity amount not greater than two exceeding one percent (21%) of such entity's the issued and outstanding equity interest, and the voting securities of any class of equity in which the Executive holds an interest any corporation whose voting capital stock is listed and traded on a broadly recognized national securities exchange or regional securities exchange. For purposes hereof, in the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and over-the-counter market. (d) the provisions of The term "Restricted Period," as used in this Section 9 are reasonable and necessary to protect 9, shall mean the Companyperiod of Executive's businessactual employment hereunder plus twenty-four (24) months after the date Executive is no longer employed by the Corporation. If any covenant The term "Restricted Area" as used in this Section 9 is held to be unreasonableshall mean anywhere in the world. The term "Competitive Business" as used in this Agreement shall mean the design, arbitrarymanufacture, sale, marketing or distribution of products in the Categories of products sold by, or against public policyunder license from, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, the Corporation or geographic area, or all any of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofits affiliates.

Covenant Not to Compete. Without a) Executive hereby acknowledges and recognizes the consent highly competitive nature of the Companybusiness of the Corporation and the Bank and accordingly agrees that, during and for the applicable period set forth in Section 8(c) hereof, Executive shall not: I) enter into or be engaged (other than by the Corporation or the Bank), directly or indirectly, anywhere either for her own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned ​ SL1 1617234v16 002256.00058 company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the worldbanking (including bank holding company) or financial services industry, at (2) starting a new bank or (3) any time other activity in which the Corporation, Bank or any of its subsidiaries are engaged during the Employment Period Period, in either case within a thirty-five (35) mile radius of the legal or principal executive office of the Corporation or the Bank and any branch banking office or other office of the Bank (the "Non­Competition Area"); or II) solicit, directly or indirectly, current or former customers of the Corporation or the Bank or any of their respective subsidiaries to divert their business from the Corporation and/or the Bank; or III) solicit, directly or indirectly, any person who is employed by the Corporation or the Bank or any of their respective subsidiaries to leave the employ of the Corporation or the Bank. b) It is expressly understood and agreed that, although the parties consider the restrictions contained in Section 8(a) hereof reasonable for the purpose of preserving for the Corporation, the Bank and its subsidiaries their good will and other proprietary rights, if a period final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of eighteen Section 8(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. c) The provisions of this Section 8 shall be applicable commencing on the date of this Agreement and continuing for one (181) months following year after the effective date of the termination of Executive's employment with employment. Notwithstanding the Company for any reasonabove provisions, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that if the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) violates the provisions of this Section 9 8 and the Bank must seek enforcement of the provisions of Section 8 and is successful in enforcing the provisions, either pursuant to a settlement agreement, or pursuant to court order, the covenant not to compete will remain in effect for one (1) full year following the date of the settlement agreement or court order. d) Executive ▇▇▇▇▇▇ agrees that the provisions of this Section 8 are reasonable fully assignable by the Corporation and necessary the Bank to protect any successor. Executive also acknowledges that the Company's business. If terms and conditions of this Section 8 will not be affected by the circumstances surrounding termination of Executive’s employment. e) The Executive acknowledges and agrees that any covenant breach of the restrictions set forth in this Section 9 is held 8 will result in irreparable injury to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, timethe Corporation and the Bank for which it shall have no meaningful remedy at law, and geographic areathe Corporation and the Bank shall be entitled to injunctive relief in order to enforce the provisions hereof. Upon obtaining any such final and nonappealable injunction, the Corporation and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine the Bank shall be entitled to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by pursue reimbursement from the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of and/or the Executive's employeremployer of attorney's fees and costs reasonably incurred in obtaining such final and nonappealable injunction. The Company may notify such employer that In addition, the Corporation and the Bank shall be entitled to pursue reimbursement from the Executive is bound and/or the Executive's employer of costs reasonably incurred in securing a qualified replacement for any employee enticed away from the Corporation and the Bank by this Agreement andExecutive. Further, at the Company's election, furnish such employer with a copy Corporation and the Bank shall be entitled to set off against or obtain reimbursement from Executive of this Agreement or relevant portions thereof.any payments owed to the Executive hereunder. ​ SL1 1617234v16 002256.00058

Covenant Not to Compete. Without the consent of the Company, the The Executive shall not, directly or indirectly, anywhere enter into or engage in the worldcombustion and gasification, at any time during helium and natural gas, renewable energy and/or tire recycling businesses, of the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with type in which the Company for is engaged as of the date hereof or at the time of any reasonactivity proscribed hereby, be associated or in any way connected anywhere, either as an ownerindividual for his own account, investor, or as a partner, director, officerjoint venturer, employee, agent, or consultant with salesperson for any business person or entity directly engaged in , or as an officer, director or stockholder of a corporation, or as a member or manager of a limited liability company, or otherwise, for a period of two (2) years after the manufacture and/or sale of products competitive with any material product or product lines of the Company; provideddate hereof, however, except that the Executive foregoing shall not be deemed restrict the Executive from acquiring up to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two five percent (25%) of such entity's the outstanding equity interest, capital stock of an entity whose securities are publicly traded. It is agreed that the geographic scope and the class duration of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: this covenant not to compete (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide required in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary order to protect the Company's businessniche in the combustion and gasification, helium and natural gas, renewable energy and tire recycling businesses, (b) is required to order to protect the Company's trade secrets, and (c) is reasonable. If It is agreed by the parties that this covenant may be enforced against the Executive by the Company or by any of its subsidiaries (a) in which the Company has a greater than 20% ownership, or (b) in which the Company is actively involved in the operations and is not merely a passive investor ("Subsidiaries"), by injunction, as well as by all other legal remedies available to the Company or Subsidiaries. It is agreed by the parties hereto that if any portion of this covenant in this Section 9 not to compete is held to be unreasonable, arbitrary or against public policy, it shall be considered divisible both as to time and geographic area so that a lesser period of time or geographical areas shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such in the event any court determines the specified time period or the specified geographical area ( or a lesser scope, time, period or geographic area, or all of them, as a court of competent jurisdiction may determine to be area that is determined by the court) is reasonable, not arbitrary, non-arbitrary and not against public policy, will the same may be effective, binding, and enforceable enforced against the Executive by injunction, as well as by all other legal remedies available to the Company or the Subsidiaries. A breach of the Company's obligations to pay the retirement benefits specified by Section 3 of this Agreement, or a failure by the Company to take all reasonable steps to permit the transfers of stock and the removal of the restrictive legend as provided by Section 12 of this Agreement, which is not cured within ten (10) days after the Company has received written notice of such breach, will cause the Executive. The period 's obligations under this Section 6 to be null and void, provided, however, that if the Executive is in breach of time applicable any of his obligations, agreements or duties under this Agreement prior to any covenant in this Section 9 will be extended such breach by the duration of any violation Company, for which breach by the Executive of such covenant. The Executive willthe Company or a Subsidiary has obtained injunctive relief, while whether as a temporary restraining order (other than an ex parte order without at least three (3) days prior written notice to the covenants Executive), preliminary injunction or permanent injunction, then the Executive's obligations under this Section 9 are 6 shall remain in effect, give notice to full force and effect notwithstanding such breach by the Company, within ten days after accepting any other employment, Company pending final adjudication of the identity of the Executive's employer. The Company may notify parties' respective rights in such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.litigation..

Covenant Not to Compete. Without (a) Executive hereby acknowledges and recognizes the consent highly competitive nature of the Companybusiness of Penns ▇▇▇▇▇ and JSSB and accordingly agrees that, during and for the applicable period set forth in Section 8(c), Executive shall not: (i) be engaged, directly or indirectly, anywhere either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly-owned company) or otherwise of any person, firm, corporation, or enterprise engaged, in the worldbanking or financial services business in any county in the Commonwealth of Pennsylvania in which, at any time during the Employment Period and for a period or at the date of eighteen (18) months following the termination of the Executive's employment with the Company for ’s employment, a branch, office or other facility of Penns ▇▇▇▇▇, JSSB or any reasonof their respective majority-owned subsidiaries is located, be associated or in any way connected as an ownercounty contiguous to such a county, investorwhether located inside or outside of the Commonwealth of Pennsylvania (the “Non-Competition Area”); or (ii) provide financial or other assistance to any person, partnerfirm, director, officer, employee, agentcorporation, or consultant with any business entity directly enterprise engaged in the manufacture and/or sale banking or financial services business in the Non-Competition Area. (b) It is expressly understood and agreed that, although Executive, Penns ▇▇▇▇▇ and JSSB consider the restrictions contained in Section 8(a) reasonable for the purpose of products competitive with any material product preserving for Penns ▇▇▇▇▇ and JSSB their goodwill and other proprietary rights, if a final judicial determination is made by a court or product lines of the Company; provided, however, arbitrator having jurisdiction that the Executive time or territory or any other restriction contained in Section 8(a) is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 8(a) shall not be rendered void but shall be deemed amended to have breached this undertaking if his sole relation with apply as to such entity consists of his holding, directly maximum time and territory and to such other extent as such court may judicially determine or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services indicate to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; reasonable. (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the The provisions of this Section 9 are reasonable and necessary to protect 8 shall be applicable commencing on the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy date of this Agreement and ending on one of the following dates, as applicable: (i) if Executive voluntarily terminates his employment (other than in accordance with the provisions of Section 5 relating to termination following a Change in Control) or relevant portions thereofExecutive’s employment is terminated for Cause in accordance with the provisions of Section 3(b), one (1) year following the effective date of termination of employment; (ii) if Executive voluntarily terminates his employment for any of the reasons set forth in Section 5(a)(i) or Executive is involuntarily terminated pursuant to the non-excluded provisions Section 5(a)(i), and Executive actually receives the payment set forth in Section 6(a), one (1) year following the effective date of termination of employment; (iii) if Executive’s employment is involuntarily terminated in accordance with the provisions of Section 3(d) or 7, and Executive actually receives disability payments under a plan or program maintained by JSSB or the payments set forth in Section 7, one (1) year following the effective date of termination of employment; (iv) if Executive’s employment terminates as a result of delivery of a notice of nonrenewal by JSSB in accordance with Section 3(a), the ending date of the then existing Employment Period; or (v) if Executive’s employment terminates as a result of delivery of a notice of nonrenewal by Executive in accordance with Section 3(a), one (1) year following the ending date of the then existing Employment Period.

Covenant Not to Compete. Without the consent of the Company, the Executive shall not, directly or indirectly, anywhere in the world, at any time during for the Employment Period period commencing on the date hereof and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reasonending on December 31, 2001, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the CompanyCompany or any of its subsidiaries; provided, however, that (i) the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange, and (ii) the Executive shall not be deemed to have breached this undertaking if he is exclusively employed by a business unit which does not manufacture and/or sell products competitive with any material product or product lines of the Company or any of its subsidiaries. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the CompanyCompany or any of its subsidiaries, the aggregate consolidated gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor employment were at least $10 million. The Executive acknowledges that: shall not at any time after the date of this Agreement, disparage the Company or any of its stockholders, directors, officers, employees, or agents. (a) the services to be performed by him under this the Employment Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company and its subsidiaries is worldwide in scope and its products are marketed throughout the world; (c) the Company competes and its subsidiaries compete with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 8 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 8 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 8 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 8 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without ​ (a) Executive hereby acknowledges and recognizes the consent highly competitive nature of the Companybusiness of the Bank and accordingly agrees that, during and for one (1) year from the date of her emplo ym ent termination, Executive shall not, except as otherwise permitted in writing by the Bank: (i) be engaged, directly or indirectly, anywhere in the worldeither for her own account or as agent, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reasonconsultant, be associated or in any way connected as an owner, investoremployee, partner, officer, director, officerproprietor, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines investor (except as an investor owning less than 5% of the Companystock of a publicly owned company) or otherwise by or for any person, firm, corporation or enterprise that competes with the Bank or any of its then operating affiliates within a twenty-five (25) mile radius of the Bank’s then headquarters location (which presently is ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇); providedor (ii) directly or indirectly solicit persons or entities who a r e customers or referral sources of the Bank or (after Executive’s termination) were so within one year of her termination, howeverto become customer or referral source of a person or entity other than the Bank; or (iii) directly or indirectly solicit employees of the Bank who are so employed or (after Executive’s termination) were so employed within one year of her termination, to work for anyone other than the Bank. (b) It is expressly understood and agreed that, although Executive and the Bank consider the restrictions contained inSection 14(a) hereof reasonable for the purpose of preserving for the Bank its goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the Executive time or territory or any other restriction contained inSection 14(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of S e c t i o n 14(a) hereof shall not be rendered void but shall be deemed amended to have breached this undertaking if his sole relation with apply as to such entity consists of his holdingmaximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. Furthermore, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and Executive agrees that the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line promises of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under Bank set forth in this Agreement are of a specialconstitute good, unique, unusual, extraordinary, valid and intellectual character; sufficient consideration for her promises contained in this Section 14 (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; entitled “Covenant Not to Compete”). ​ ​ ​ (c) Notwithstanding anything to the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant contrary elsewhere in this Section 9 is held to be unreasonableAgreement, arbitraryshould Bank simply not renew Executive’s Employment Agreement, or against public policyshould Bank terminate Executive’s employment without Cause or should Executive terminate her employment for Good Reason, such covenant will then the post- employment length of her above non-compete period shall be considered reduced from one year to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against 6 months from the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereofdate her employment ends.

Covenant Not to Compete. Without Each Seller agrees that for the consent of period during which such Seller shall be in the Purchaser’s or the Company’s employ, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period and for a period of eighteen two (182) months following years thereafter, provided that Purchaser (or a subsidiary of Purchaser) owns all of the termination of Executive's employment with Interests in the Company for any reasonCompany, be associated he or in any way connected she shall not, whether as an owner, investorshareholder (other than in his capacity as holder of less than 2% of the shares of any corporation whose shares are traded on a national securities exchange or over the counter which shall be excepted from this restriction), partner, director, officer, employee, agentconsultant, advisor, independent contractor or consultant otherwise, directly or indirectly compete with any the business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the CompanyPurchaser as currently conducted in any manner, anywhere within the United States; provided, however, that the Executive ▇▇▇▇▇▇ ▇. ▇▇▇▇ shall not be deemed restricted from continuing the businesses and activities described in Schedule 4.4, regardless of whether or not ▇▇▇▇▇▇ ▇. ▇▇▇▇ would otherwise violate this Section 4.4 or any other provision of this Agreement. The Purchasers acknowledge and agree that the restrictions and obligations imposed on them by virtue of this Section 4.4 are, in light of the circumstances, fair and reasonable as to have breached this undertaking if his sole relation with such entity consists type, scope and period of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interesttime, and are reasonably required for the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line protection of the Company" shall mean any product or product line of Purchaser and the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association goodwill associated with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company Purchaser. It is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part intent of the world; Sellers and (d) the provisions Purchaser that this Agreement be enforceable and restrict the Sellers’ activities only to the extent permitted by applicable law. Therefore, if any provision of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held 4.4 as presently written shall be construed to be unreasonableillegal, arbitrary, invalid or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as unenforceable by a court of competent jurisdiction may determine jurisdiction, said illegal, invalid or unenforceable provision shall be deemed to be reasonableamended and shall be construed by the court to have the broadest type, not arbitraryscope and duration permissible under applicable law, and not against public policyif no validating construction is possible, will shall be effective, bindingseverable from the rest of this Agreement, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive willvalidity, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, legality or enforceability of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy remaining provisions of this Agreement shall not in any way be affected or relevant portions thereofimpaired thereby.

Covenant Not to Compete. Without Each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (individually, a “Controlling Shareholder” and, collectively, the consent “Controlling Shareholders”) acknowledges and agrees that the business of each Subject Company is conducted throughout the world (the “Territory”) and that such Subject Company’s reputation and goodwill are an integral part of its business success throughout the Territory. If a Controlling Shareholder deprives such Subject Company of its goodwill or in any manner utilizes its reputation and goodwill in competition with Buyer or any Subject Company, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. Accordingly, as an inducement for Buyer to enter into this Agreement, each Controlling Shareholder, with respect to each Subject Company, agrees that for a period of five (5) years after the Executive Closing Date (the “Non-competition Period”), such Controlling Shareholder shall not, without Buyer’s prior written consent, directly or indirectly, anywhere own, manage, operate, join, control or participate in the worldownership, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reasonmanagement, operation or control of, or be associated or in any way connected as an owner, investor, partner, a director, officer, employee, agentpartner, consultant or consultant with otherwise with, any profit or non-profit business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingorganization that, directly or indirectly, is engaged in the Business in the Territory; except that ownership of an equity interest in such entity not greater than two percent (of 2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national % or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located less in any part of such firm or business that is a public corporation shall not be prohibited by this Article X. In the world; and (d) event the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant agreement in this Section 9 is held to Article X shall be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a determined by any court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The unenforceable by reason of its extending for too great a period of time applicable or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. From the date hereof until one year following the termination of the Consulting Agreement for the relevant Controlling Shareholder, such Controlling Shareholder shall not (a) solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any covenant Person, firm or corporation that is a customer of any Subject Company at the time of the Closing or has been a customer of any Subject Company within the 18 months immediately preceding the Closing (or, during the term of the Consulting Agreement, any Person who is a customer of a Subject Company during such term) for products or services the same as, or competitive with, the Business, or approach any such Person, firm or corporation for such purpose or authorize the taking of such actions by any other Person, firm or corporation or assist or participate with any such Person, firm or corporation in taking such action, or (b) solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any Person, firm or corporation that is an employee, agent or consultant of or to such Subject Company within the 18 months immediately preceding the Closing (or, during the term of the Consulting Agreement, any Person who is an employee, agent or consultant of a Subject Company during such term) to do anything such Controlling Shareholder is restricted from doing by reason of this Article X, and no Controlling Shareholder shall approach any such employee, agent or consultant for such purpose or authorize or participate with the taking of such actions by any other Person, firm or corporation or assist or participate with any such Person, firm or corporation in taking such action; provided that, notwithstanding anything in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice clause (b) to the Companycontrary, within ten days after accepting any other employmentthis clause (b) shall not relate to the following persons: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement andFacilities Project Manager, at the Company's election▇▇▇▇ ▇▇▇▇▇▇, furnish such employer with a copy of this Agreement or relevant portions thereofAccountant, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Financial Analyst, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Facilities Engineer.

Covenant Not to Compete. Without the consent of the Company, the Executive Participant shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period Participant’s employment with the Company or any of its Subsidiaries, and for a period of eighteen (18) months following the termination of Executive's Participant’s employment with the Company and its Subsidiaries for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture production and/or sale of products competitive with any material product product, offering or product lines business of the CompanyCompany or any of its Subsidiaries; provided, however, that the Executive Participant shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's ’s outstanding equity interest, and the class of equity in which the Executive Participant holds an interest is listed and traded on a broadly recognized national or regional securities exchange; provided, further, that in the event that Participant’s employment with the Company or any of its Subsidiaries terminates for reasons related to a change in control, this restriction shall not apply. For purposes hereofA Participant’s investment in another business entity shall not be deemed to be directly competitive with the Company’s operations or otherwise prohibited if: (a) it was known to the independent directors at the time the Participant commenced work with the Company; (b) reviewed and approved by disinterested independent directors; or (c) of a passive, minority investment nature and the term "material product or product line disinterested independent directors have determined that the activities undertaken by such other business entity are not directly in competition with the Company as there are no corporate opportunities that are being taken from the Company by virtue of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 millionParticipant’s investment. The Executive Participant acknowledges that: (a) the services to be performed by him under this Agreement for the Company are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company and its subsidiaries is worldwide in scope and its products business opportunities are marketed located throughout the world; (c) the Company competes and its Subsidiaries and affiliates compete with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 13 are reasonable and necessary to protect the Company's ’s business. If any covenant in this Section 9 13 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the ExecutiveParticipant. The period of time applicable to any covenant in this Section 9 13 will be extended by the duration of any violation by the Executive Participant of such covenant. The Executive will, For so long as while the covenants under this Section 9 13 are in effect, the Participant will give notice to the CompanyCompany of the identity of the Participant’s new employer, within ten two business days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive Participant is bound by this Award Agreement and, at the Company's ’s election, furnish such employer with a copy of this Award Agreement or relevant portions thereof. The Company specifically acknowledges that Participant is providing the services of a chief financial officer on a contract basis and that Participant is engaged in the business of providing finance, tax, and accounting services to other companies in the oil and gas industry, which companies may be involved in exploration and production activities in regions near or proximate to the Company. Participant has previously disclosed to the Company the nature and extent of his and his firm’s activities and the Company’s independent and disinterested directors have determined that Participant’s activities are not covered by this Section 13.

Covenant Not to Compete. Without In consideration of the employment of the Executive and other valuable consideration whether directly or indirectly received by Executive from MPL, and for the sole purpose of reasonably protecting the goodwill and business of the Company and MPL, Executive agrees with and undertakes to the Company and MPL that, without the prior written consent of the Company, the Executive shall will not, directly or indirectly, anywhere in for a period from the commencement of this Agreement until: (a) twelve months after the date of termination of his employment for any reason; (b) six months after the date of termination of his employment for any reason and within: (i) the world, unless that area is in the circumstances found to be too large to be enforceable at any law or in equity, in which case; (ii) the United States of America; the United Kingdom; France; Germany; the Netherlands, Japan; Italy; Korea; Taiwan; China, Australia; and New Zealand; unless that area is in the circumstances found to be too large to be enforceable at law or in equity, in which case; (iii) Australia; unless that area is in the circumstances found to be too large to be enforceable at law or in equity, in which case; (iv) the State of Victoria; unless that area is in the circumstances found to be too large to be enforceable at law or in equity, in which case; (v) the State of New South Wales; unless that area is in the circumstances found to be too large to be enforceable at law or in equity, in which case; (vi) a hundred mile radius of each office from time during the Employment Period and for a period to time of eighteen (18) months following the termination of Executive's employment with the Company for and its subsidiaries. do any reasonone or more of the following: (A) carry on or be engaged in or otherwise interested in or concerned with, be associated whether solely or in any way connected as an owner, investor, a partner, director, officer, employee, associate, agent, shareholder, unit holder or consultant with corporation, or in any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; providedother capacity, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, either directly or indirectly, an equity interest any person, enterprise, corporation, firm, trust, joint venture, syndicate or business engaged in such entity not greater than two percent the manufacture, sale or provision of products or services which are the same as or substantially similar to or competitive with the products or services manufactured, sold or provided by the Company; (2%B) of such entity's outstanding equity intereston his own account or for any person, and enterprise, firm, trust, joint venture, syndicate or business entice away from the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national Company any employee or regional securities exchange. For purposes hereof, the term "material product or product line agent of the Company" shall mean Company or any product of its subsidiaries; (C) on his own account for any person, enterprise, firm, trust, joint venture, syndicate or product line business entice away from the Company any customer of the CompanyCompany or any of its subsidiaries; (D) personally or by his employees or agents or by circulars, letters or advertisements whether on his own account for any other person, enterprise, firm, trust, joint venture, syndicate or business interfere with the aggregate gross sales of which during business or divulge to any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a specialperson, unique, unusual, extraordinary, and intellectual character; (b) any information concerning the business of the Company or any of its respective dealings, transactions or affairs. The Executive acknowledges that each of the prohibitions and restrictions contained in the provisions of Section 5 (a) will be read and construed and will have effect as a separate severable and independent prohibition or restriction and will be enforceable accordingly; (b) is worldwide in scope reasonable as to period, territorial limitation and its products are marketed throughout the worldsubject matter; and (c) is no more than that which is reasonably and necessarily required by the Company competes with other businesses that are or could be located in any part for the maintenance and protection of its business and goodwill. It is the intention of the world; parties that all combinations of the prohibitions and (d) restrictions contained in the provisions of this Section 9 are reasonable 5 will apply and necessary be enforceable and that only those which a court, in exercising its discretion, may hold to protect be an unreasonable restraint of trade will be severed. The foregoing shall not prohibit Executive from owning up to 1% of the outstanding stock of a publicly held company engaged in activities competitive with that of the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without In consideration of the employment of the Executive and other valuable consideration whether directly or indirectly received by Executive from Company and MPL, and for the sole purpose of reasonably protecting the goodwill and business of the Company and MPL, Executive agrees with and undertakes to the Company and MPL that, without the prior written consent of the Company, the Executive shall will not, directly or indirectly, anywhere in for a period from the commencement of this Agreement until: (a) twelve months after the date of termination of his employment for any reason; (b) six months after the date of termination of his employment for any reason and within: (i) the world, unless that area is in the circumstances found to be too large to be enforceable at any law or in equity, in which case; (ii) the United States of America; the United Kingdom; France; Germany; the Netherlands, Japan; Italy; Korea; Taiwan; China, Australia; and New Zealand; unless that area is in the circumstances found to be too large to be enforceable at law or in equity, in which case; (iii) Australia; unless that area is in the circumstances found to be too large to be enforceable at law or in equity, in which case; (iv) the State of Victoria; unless that area is in the circumstances found to be too large to be enforceable at law or in equity, in which case; (v) the State of New South Wales; unless that area is in the circumstances found to be too large to be enforceable at law or in equity, in which case; (vi) a hundred mile radius of each office from time during the Employment Period and for a period to time of eighteen (18) months following the termination of Executive's employment with the Company for and its subsidiaries. do any reasonone or more of the following: (A) carry on or be engaged in or otherwise interested in or concerned with, be associated whether solely or in any way connected as an owner, investor, a partner, director, officer, employee, associate, agent, shareholder, unit holder or consultant with corporation, or in any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; providedother capacity, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, either directly or indirectly, an equity interest any person, enterprise, corporation, firm, trust, joint venture, syndicate or business engaged in such entity not greater than two percent the manufacture, sale or provision of products or services which are the same as or substantially similar to or competitive with the products or services manufactured, sold or provided by the Company; (2%B) of such entity's outstanding equity intereston his own account or for any person, and enterprise, firm, trust, joint venture, syndicate or business entice away from the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national Company any employee or regional securities exchange. For purposes hereof, the term "material product or product line agent of the Company" shall mean Company or any product of its subsidiaries; (C) on his own account for any person, enterprise, firm, trust, joint venture, syndicate or product line business entice away from the Company any customer of the CompanyCompany or any of its subsidiaries; (D) personally or by his employees or agents or by circulars, letters or advertisements whether on his own account for any other person, enterprise, firm, trust, joint venture, syndicate or business interfere with the aggregate gross sales of which during business or divulge to any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a specialperson, unique, unusual, extraordinary, and intellectual character; (b) any information concerning the business of the Company or any of its respective dealings, transactions or affairs. The Executive acknowledges that each of the prohibitions and restrictions contained in the provisions of Section 5 (a) will be read and construed and will have effect as a separate severable and independent prohibition or restriction and will be enforceable accordingly; (b) is worldwide in scope reasonable as to period, territorial limitation and its products are marketed throughout the worldsubject matter; and (c) is no more than that which is reasonably and necessarily required by the Company competes with other businesses that are or could be located in any part for the maintenance and protection of its business and goodwill. It is the intention of the world; parties that all combinations of the prohibitions and (d) restrictions contained in the provisions of this Section 9 are reasonable 5 will apply and necessary be enforceable and that only those which a court, in exercising its discretion, may hold to protect be an unreasonable restraint of trade will be severed. The foregoing shall not prohibit Executive from owning up to 1% of the outstanding stock of a publicly held company engaged in activities competitive with that of the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to the Company, within ten days after accepting any other employment, of the identity of the Executive's employer. The Company may notify such employer that the Executive is bound by this Agreement and, at the Company's election, furnish such employer with a copy of this Agreement or relevant portions thereof.

Covenant Not to Compete. Without Each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (individually, a “Controlling Shareholder” and, collectively, the consent “Controlling Shareholders”) acknowledges and agrees that the business of each Subject Company is conducted throughout the world (the “Territory”) and that such Subject Company’s reputation and goodwill are an integral part of its business success throughout the Territory. If a Controlling Shareholder deprives such Subject Company of its goodwill or in any manner utilizes its reputation and goodwill in competition with Buyer or any Subject Company, Buyer will be deprived of the benefits it has bargained for pursuant to this Agreement. Accordingly, as an inducement for Buyer to enter into this Agreement, each Controlling Shareholder, with respect to each Subject Company, agrees that for a period of five (5) years after the Executive Closing Date (the “Non-competition Period”), such Controlling Shareholder shall not, without Buyer’s prior written consent, directly or indirectly, anywhere own, manage, operate, join, control or participate in the worldownership, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reasonmanagement, operation or control of, or be associated or in any way connected as an owner, investor, partner, a director, officer, employee, agentpartner, consultant or consultant with otherwise with, any profit or non-profit business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holdingorganization that, directly or indirectly, is engaged in the Business in the Territory; except that ownership of an equity interest in such entity not greater than two percent (of 2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national % or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located less in any part of such firm or business that is a public corporation shall not be prohibited by this Article X. In the world; and (d) event the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant agreement in this Section 9 is held to Article X shall be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a determined by any court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The unenforceable by reason of its extending for too great a period of time applicable or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to any covenant in this Section 9 will extend only over the maximum period of time for which it may be extended by enforceable and/or over the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice maximum geographical area as to which it may be enforceable and/or to the Companymaximum extent in all other respects as to which it may be enforceable, within ten days after accepting any other employment, all as determined by such court in such action. From the date hereof until one year following the termination of the identity of Consulting Agreement for the Executive's employer. The Company may notify relevant Controlling Shareholder, such employer that the Executive is bound by this Agreement andControlling Shareholder shall not (a) solicit, at the Company's electionraid, furnish such employer with a copy of this Agreement entice, induce or relevant portions thereof.contact, or attempt to solicit, raid, entice, induce or contact, any