Common use of Non-Compete and Non-Solicitation Clause in Contracts

Non-Compete and Non-Solicitation. (a) Executive acknowledges that during the course of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration of the consummation of the transactions contemplated by the Merger Agreement, the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until the later of (i) the date that is five years after the date hereof and (ii) the date that is two (2) years after the date of termination of the Employment Period (the “Noncompete Period”), Executive shall not, anywhere in North America, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing with the businesses of Parent or any of its Subsidiaries, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent or any of its Subsidiaries.

Non-Compete and Non-Solicitation. (ai) Executive acknowledges PHMD agrees that during for a period of five (5) years after the course Closing Date neither it nor any of his its Affiliates shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Professional Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates from owning, solely as an investment, up to 5% of any Person engaged in any such business. (ii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Sub, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(ii) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (iii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer of the Company Business to reduce or terminate its business relationship with the Surviving Corporation. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic 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. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Contracts applicable to the Company and its Subsidiaries he shall become familiar with Parent’s Business and the Company’s trade secrets and with Company Business Assets are terminable by the other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration party thereto as a result of the consummation Merger contemplated hereby, all as listed on Section 3.15 of the transactions contemplated by Photomedex Technology Disclosure Schedule (the Merger Agreement“Applicable Provisions”), the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive PHMD agrees that, until for the later shorter of the period ending on (i) the date that is five four (4) years after the date hereof and Closing Date, or (ii) the date that is two (2) years after the date of termination restrictions set forth each of the Employment Period (agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the “Noncompete Period”)restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, Executive DSKX or the Surviving Corporation shall not, anywhere reimburse PHMD for any such costs and expenses incurred in North America, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing connection with compliance with the businesses provisions of Parent or any of its Subsidiaries, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporationthis Section 5.6(viii). (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent or any of its Subsidiaries.

Non-Compete and Non-Solicitation. (a) Executive acknowledges that during For a period of thirty-six (36) months commencing on the course Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s to, directly or indirectly, (i) engage in an aluminum rolling business that services the food and the Company’s trade secrets and with other Confidential Information concerning the Parentbeverage packaging market as conducted by Seller, the Company and their Subsidiaries and the Rolling Mill Affiliates as of the Closing Date (the “Restricted Business”) in the Restricted Territory; or (ii) have an interest in any Person that Executive’s services shall be of special, unique and extraordinary value engages directly or indirectly in the Restricted Business in the Restricted Territory in any capacity. Notwithstanding any other provision in this Agreement to Parent, the Company and its Subsidiaries. Thereforecontrary, in consideration the event of a Fundamental Transaction with respect to Seller, this Section 5.26(a) shall automatically terminate and have no further force or effect upon the consummation of any Fundamental Transaction (b) Notwithstanding the transactions contemplated by the Merger Agreementforegoing Section 5.26(a), the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until the later of (i) the date Parties agree that is five years after the date hereof and (ii) the date that is two (2) years after the date of termination of the Employment Period (the “Noncompete Period”), Executive nothing herein shall not, anywhere in North America, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing with the businesses of Parent prohibit Seller or any of its Subsidiaries, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation Affiliates from: (i) engaging in the business of such corporation.casting aluminum products, including rolling slab; (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire acquiring or investing in or combining with (regardless of the form of transaction) any person who was an employee Person, or the assets thereof, if less than ten percent (10%) of Parent the gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are generated directly from the Restricted Business; or (iii) acquiring or investing in or combining with (regardless of the form of transaction) any Person, or the assets thereof, if ten percent (10%) or more than ten percent (10%), but not more than twenty-five percent (25%) of the gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are generated directly from the Restricted Business; provided, that within nine (9) months of such acquisition, Seller or its applicable Affiliate enters into a definitive agreement to divest itself of all or substantially all of the assets or operations so acquired that are engaged the Restricted Business (such assets or operations, the “Restricted Business Assets”) (and uses commercially reasonable efforts to consummate such transaction within such nine (9) month period); provided, however, that Seller agrees to provide Buyer, on its own behalf and on behalf of its Subsidiaries Affiliates, with a right of first offer to purchase the Restricted Business Assets (“Right of First Offer”) in accordance with the Right of First Offer Procedure. For the purposes of this Section 5.26(b)(iii), “Right of First Offer Procedure” shall mean that, if, at any time during the Employment Period or (iii) induce or attempt to induce any customerRestricted Period, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent Seller or any Affiliate of Seller acquires any Restricted Business Assets, Seller shall deliver written notice to Buyer (“Offer Notice”) of Seller or an Affiliate of Seller’s acquisition of such Restricted Business Assets and obligation to first offer such Restricted Business Assets for sale to Buyer. Buyer, on its own behalf or on behalf of an Affiliate, shall have a period of thirty (30) days after the delivery of the Offer Notice within which to advise Seller by written notice (the “Acceptance Notice”) that Buyer desires to purchase such Restricted Business Assets at a purchase price (the “Offer Price”) set forth in the Acceptance Notice. If Buyer delivers the Acceptance Notice within such thirty (30) day period and Seller dose not reject such Acceptance Notice within fifteen (15) days of its Subsidiaries delivery, the parties shall attempt in good faith to cease doing business with Parent agree upon the terms and conditions upon which Seller shall sell and Buyer or an Affiliate of Buyer shall purchase the Restricted Business Assets, which shall include final agreement on the Offer Price or such Subsidiaryother purchase price as the parties may agree, and to memorialize such agreement in a stock or asset purchase agreement mutually agreeable to the parties (“Right of First Offer Contract”). If Seller has rejected the Acceptance Notice of Seller and Buyer are unable to agree upon and execute a Right of First Offer Contract within sixty (60) days after delivery of an Acceptance Notice that has not been rejected by Seller, Buyer’s rights under the Right of First Offer shall terminate, and Seller may offer to sell the Restricted Business Assets to one or more third parties free of Buyer’s rights under the Right of First Offer at a price that is higher than the price offered by Buyer in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent or any of its Subsidiaries.Acceptance Notice;

Non-Compete and Non-Solicitation. (a) Executive Each Holder shall be bound by the non-compete and non-solicitation provisions contained in this Section 6, unless such Holder is a party to an employment or other similar agreement (but excluding, for the avoidance of doubt, any members or shareholders or similar agreement) with the Company or any of its Affiliates (the “Applicable Companies”) which contains non-compete and non-solicitation provisions, in which event such Holder shall only be bound by the non-compete and non-solicitation provisions contained in such employment or other similar agreement and shall not be bound by the provisions of this Section 6. (b) During the period commencing on the date hereof and ending on the first anniversary of the date on which the Holder ceases to receive any payments related to salary, bonus or severance from any Applicable Company, the Holder shall not directly or indirectly through another Person (i) induce or attempt to induce any employee of any Applicable Company to leave the employ of any Applicable Company, or in any way interfere with the relationship between any Applicable Company, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of any Applicable Company until twelve (12) months after such individual’s employment relationship with any Applicable Company has been terminated or (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of any Applicable Company to cease doing business with such Applicable Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation, on the one hand, and any Applicable Company, on the other hand. (c) Each Holder acknowledges that during that, in the course of his or her employment with the any Applicable Company and its Subsidiaries their predecessors, he shall or she has become familiar familiar, or will become familiar, with Parentsuch Applicable Company’s and the Company’s their predecessors’ trade secrets and with other Confidential Information confidential information concerning the Parent, the Company Applicable Companies and their Subsidiaries respective predecessors and that Executive’s his or her services shall have been and will be of special, unique and extraordinary value to Parent, the Company and its SubsidiariesApplicable Companies. Therefore, in consideration of the consummation of the transactions contemplated by the Merger Agreement, the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive each Holder agrees that, until during the later of (i) the date that is five years after period commencing on the date hereof and (ii) ending on the date that is two on which the Holder ceases to receive any payments related to salary, bonus or severance from any Applicable Company (2) years after or in the case of a termination by an Applicable Company of the Holder’s employment for Cause or a termination by the Holder of his or her employment without Good Reason, the first anniversary of the date of termination of on which the Employment Period Holder ceases to receive such payments) (the “Noncompete Non-Compete Period”), Executive such Holder shall notnot directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by any Applicable Company as of the date hereof or during the Non-Compete Period anywhere in North Americathe world in which any Applicable Company is doing business. For purposes of this Section 6(c), the phrase “directly or indirectly own engage in” shall include any direct or indirect ownership or profit participation interest inin such enterprise, managewhether as an owner, controlstockholder, participate inpartner, consult withjoint venturer or otherwise, render services forand shall include any direct or indirect participation in such enterprise as an employee, be employed consultant, licensor of technology or otherwise; provided, however, that nothing in an executive, managerial or administrative capacity by, or in any manner engage in any business competing with the businesses of Parent or any of its Subsidiaries, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein this Section 6 shall prohibit Executive any Holder from being a passive owner of not more than 4.92% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive such Holder has no active participation in the business of such corporation. (bd) During Each Holder understands that the Noncompete Periodforegoing restrictions may limit his or her ability to earn a livelihood in a business similar to the business of any Applicable Company, Executive shall not directly but he or indirectly through another person she nevertheless believes that he or entity (i) induce or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries she has received and any employee thereof, (ii) hire any person who was will receive sufficient consideration and other benefits as an employee of Parent an Applicable Company and as otherwise provided hereunder or any of its Subsidiaries at any time during as described in the Employment Period or (iii) induce or attempt recitals hereto to induce any customerclearly justify such restrictions which, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or in any way interfere with event (given his or her education, skills and ability), such Holder does not believe would prevent him or her from otherwise earning a living. Each Holder has carefully considered the relationship between nature and extent of the restrictions placed upon him or her by this Agreement, and hereby acknowledges and agrees that the same are reasonable in time and territory and do not confer a benefit upon any Applicable Company disproportionate to the detriment which the same may cause such customer, supplier, licensee or business relation and Parent or any of its SubsidiariesHolder.

Non-Compete and Non-Solicitation. (a) Executive acknowledges Seller recognizes that during Buyer is purchasing the course Designated Assets in reliance on Seller ceasing the operation of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its SubsidiariesClinical Lab Services Business. Therefore, in consideration Seller agrees that it will not perform any of the consummation clinical lab testing that Seller performed prior to Closing, for hospitals, reference labs or physicians, for a three (3) year period after Closing (it being understood that Seller shall be permitted to continue to perform such tests for such non-hospital, non-physician or non-reference lab customers as part of its Biopharma and Discovery businesses as currently conducted, including for purposes of clinical trials). Notwithstanding the transactions contemplated by the Merger Agreementforegoing, the Company’s agreement to employ Executive this Section 7.03(a) and the compensation to restrictions set forth herein shall be paid to Executive hereunder deemed null, void and under of no further force or effect for all purposes in the Merger Agreement, Executive agrees that, until the later event of (i) the date that is five years after the date hereof and (ii) the date that is two (2) years after the date a change of termination of the Employment Period (the “Noncompete Period”), Executive shall not, anywhere in North America, directly or indirectly own any interest control in, manage, control, participate in, consult with, render services for, be employed in acquisition by an executive, managerial or administrative capacity by, or in any manner engage in any business competing with the businesses unaffiliated third party of Parent or any of its Subsidiaries, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% fifty percent (50%) of the outstanding common stock of, direct or indirect acquisition of any class all or substantially all the assets of, or a merger or other substantially similar acquisition of, Seller (a “Change of Control”); provided, however, for the avoidance of doubt, the sale of Seller’s Biopharma business to Interpace Diagnostics Group, Inc. or an affiliate thereof shall not be deemed a corporation which is publicly traded, so long as Executive has no active participation in the business Change of such corporationControl. (b) During the Noncompete PeriodSeller agrees that it, Executive and its subsidiaries or affiliates of which Seller has control or majority ownership, shall not not, directly or indirectly through another person indirectly, solicit, seek business from, or entity contact for any purpose, other than its Biopharma or Discovery businesses as currently conducted, any CGI Customer, for a period of three (3) years after Closing (it being acknowledged and agreed that the restriction set forth in this Section 7.03(b) shall continue to apply in the event of a Change of Control). Seller agrees that, in the event of a Change of Control, it shall obtain from the applicable third party acquirer or similar controlling -19 (c) Seller agrees to fully enforce any restrictive covenant or non-solicitation provision that it has with any of its employees or contractors regarding the Clinical Lab Services Business, and that Buyer may enforce such restrictive covenant or non-solicitation provision if not fully enforced by Seller. (d) Seller may retain copies of the CGI Customers List and any Clinical Lab Services Business Materials (collectively, “Retained Copies”) solely to the extent, and for only so long as, (i) induce or attempt necessary to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere provide Buyer with the relationship between Parent transition support required or any of its Subsidiaries and any employee thereof, contemplated by this Agreement or (ii) hire required to comply with applicable law, and, at such time as any person who was an employee Retained Copies are not necessary or required to be maintained in connection with the foregoing, Seller shall promptly and permanently delete and destroy any such Retained Copies from its records (physical, electronic or otherwise). Notwithstanding the foregoing, following the Closing, Seller shall at no time use any Retained Copies in violation of Parent any of the restrictive covenants or non-solicitation provisions contained in Section 7.03(a) or Section 7.03(b); provided, however, that the obligation in this Section 7.03(d) shall survive indefinitely notwithstanding the last sentence of Section 7.03(a). (e) Following the Closing, Seller shall at no time use its present name in connection with the Clinical Lab Services Business or in violation of any of the restrictive covenants or non- solicitation provisions contained in Section 7.03(a) or Section 7.03(b); provided, however, that the obligation in this Section 7.03(e) shall survive indefinitely notwithstanding the last sentence of Section 7.03(a). (f) Notwithstanding anything contrary in this Agreement, Seller agrees that, following the Closing, Seller will no longer use the name “Cancer Genetics, Inc.,” “Cancer Genetics,” “CGI” or any of its Subsidiaries at any time during derivative or similar name (the Employment Period or (iii“CGI Name”) induce or attempt to induce any customerin connection with the Clinical Lab Services Business, referral sourceand, supplieras referenced above in Section 7.03(d), licensee, licensor, franchisee or other business relation of Parent CGI will not retain the CGI Customer List or any of Clinical Lab Services Business Materials except as allowed under Section 7.03(d) or as required under this Agreement for Seller to fulfill its Subsidiaries post-Closing obligations to cease doing business with Parent Buyer. To the extent that Seller has any right or access to the CGI Customer List or any Clinical Lab Services Business protocols or policies, Seller agrees not to utilize such Subsidiary, or after Closing in any way interfere connection with the relationship between any Clinical Lab Services Business except to comply with its obligations to Buyer under this Agreement, and Seller agrees that, in the event of a Change of Control, it shall obtain from the applicable third party acquirer or similar controlling entity in connection with such customerChange of Control, supplier, licensee or business relation and Parent or any a binding agreement (enforceable by Buyer) that contains an affirmative obligation of its Subsidiariessuch Purchaser to comply with the covenants in this Section 7.03(f).

Non-Compete and Non-Solicitation. (ai) Executive acknowledges PHMD agrees that during for a period of five (5) years after the course Closing Date neither it nor any of his its Affiliates shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use any of the Consumer Products; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates from owning, solely as an investment, up to 5% of any Person engaged in any such business. (ii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of Merger Sub, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (iii) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Merger Sub, knowingly cause or attempt to cause any customer of the Business to reduce or terminate its business relationship with the Company Surviving Corporation and/or the Foreign Subsidiaries. (iv) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, directly or indirectly solicit the employment or services of, or retain any Business Employee of any member of the Radiancy Group as of the Closing; provided, that the restrictions contained in this Section 5.6(iv) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (v) PHMD agrees that for a period of five (5) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of the DSKX Designees on the DSKX board of directors, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (vi) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(i), (ii), (iii), (iv) or (v) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic 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 its Subsidiaries he enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (vii) In the event of any breach or attempted breach of any provision contained in Section 5.6(i), (ii), (iii), (iv) or (v), the aggrieved Party shall become familiar with Parent’s be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (viii) In the event and to the extent that any material Radiancy Business Contracts applicable to the Business and the Company’s trade secrets and with Business Assets are terminable by the other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration party thereto as a result of the consummation Merger contemplated hereby, all as listed on Section 3.15 of the transactions contemplated by Radiancy Disclosure Schedule (the Merger Agreement“Applicable Provisions”), the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive PHMD agrees that, until for the later shorter of the period ending on (i) the date that is five four (4) years after the date hereof and Closing Date, or (ii) the date that is two (2) years after the date of termination restrictions set forth each of the Employment Period (agreements would otherwise expire in accordance with their terms, PHMD shall, and shall cause its Affiliates to, seek to avoid enforcement, including by way of seeking equitable remedies and/or damages, the “Noncompete Period”)restrictions set forth in the Applicable Provisions for the benefit of DSKX and each member of the Radiancy Group. In such connection, Executive DSKX or the Surviving Corporation shall not, anywhere reimburse PHMD for any such costs and expenses incurred in North America, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing connection with compliance with the businesses provisions of Parent or any of its Subsidiaries, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporationthis Section 5.6(viii). (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent or any of its Subsidiaries.

Non-Compete and Non-Solicitation. (a) Executive acknowledges The Sellers agree that during the course for a period of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration of the consummation of the transactions contemplated by the Merger Agreement, the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until the later of five (i) the date that is five years after the date hereof and (ii) the date that is two (25) years after the date of termination of the Employment Period (the “Noncompete Period”)Closing Date no Seller shall, Executive shall not, anywhere in North America, either directly or indirectly own any interest indirectly, alone or with others, engage in, own, manage, operate, finance, control, participate inor provide services to, consult withany Person that sells, render services fordistributes or otherwise provides, be employed for use any of the Consumer Products; provided, that nothing in this Section 5.6(a) shall preclude any Seller from owning, solely as an executiveinvestment, managerial or administrative capacity by, or up to 5% of any Person engaged in any manner engage in such business. The Sellers shall take commercially reasonable efforts to promptly enforce any business competing agreements that the Sellers have with their officers, directors, employees, consultants and advisors relating to non-competition of such persons with the businesses of Parent or any of its Subsidiaries, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporationBusiness. (b) During The Sellers agree that for a period of five (5) years after the Noncompete PeriodClosing Date no Seller shall nor shall any Seller’s officers or directors, Executive shall not without the prior written consent of Purchaser, directly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b) shall not apply to solicitations through another person job fairs or entity general solicitations or advertisements not directed at any particular individual. (ic) induce The Sellers agree that for a period of five (5) years after the Closing Date no Seller shall, without the prior written consent of Purchaser, knowingly cause or attempt to induce cause any customer of the Business to reduce or terminate its business relationship with Purchaser. (d) Purchaser and Parent agree that for a period of five (5) years after the Closing Date neither Purchaser nor Parent nor shall any of their respective officers or directors, without the prior written consent of the Sellers, directly or indirectly solicit the employment or services of, or retain any employee of any Seller (other than any Business Employee) as of the Closing; provided, that the restrictions contained in this Section 5.6(d) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (e) The Purchaser and the Parent agree that for a period of four (4) years after the Closing Date neither the Purchaser nor the Parent shall, without the prior written consent of the Sellers, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its Subsidiaries to leave the employ of Parent business relationship with such Seller or such Subsidiary, Affiliate. (f) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereofSection 5.6(a), (iib), (c), (d) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iiie) induce is invalid or attempt unenforceable, then the Parties agree that the court or tribunal will have the power to induce reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any customerinvalid 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. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (g) In the event of any breach or attempted breach of any provision contained in Section 5.6(a), referral source(b), supplier(c), licensee(d) or (e), licensorthe aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, franchisee or subject to the other business relation of Parent or any of its Subsidiaries limitations herein, to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation other and Parent or any of its Subsidiariesfurther legal and equitable relief and damages as may be proper.

Non-Compete and Non-Solicitation. (a) Executive acknowledges and agrees that during (i) the course business of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and is conducted in North America (collectively, the “Territory”), (ii) the Company’s and its Subsidiaries’ reputation and goodwill are an integral part of its business success throughout the Territory, (iii) Executive is familiar with certain of the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information (as defined herein) concerning the Parent, the Company and their Subsidiaries and that its affiliates, (iv) Executive’s services shall be are of special, unique and extraordinary value to Parent, the Company and its Subsidiaries, and (v) if Executive were to deprive the Company or any of its Subsidiaries of any of such goodwill or in any manner utilizes such reputation and goodwill in competition with the Company or any of its Subsidiaries, the Company will be deprived of the benefits it has bargained for in this Agreement. ThereforeAccordingly, in consideration order to protect such trade secrets, Confidential Information and goodwill as well as the value of the consummation of the transactions contemplated by the Merger AgreementCompany and its Subsidiaries, and as a condition to the Company’s agreement willingness to employ Executive and the compensation to be paid to Executive hereunder and under the Merger enter into this Agreement, Executive agrees that, until so long as Executive is employed by the later Company or any of (i) its Subsidiaries and continuing for the date that is five years after the date hereof and (ii) the date that is two (2) years after period beginning on the date of termination Executive’s Separation and ending upon the first anniversary of the Employment Period such Separation (the “Noncompete Non-compete Period”), Executive shall not, anywhere in North Americaanywherein the Territory, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing that reasonably purports to compete with the material lines of businesses of Parent the Company or any of its Subsidiaries, as such businesses (i) currently exist or are currently in the active process of development and (ii) exist or are in the active process of development during Executive’s employment with the Employment Period Company or on the date any of the termination or expiration of the Employment Period. Nothing its Subsidiaries; provided that, nothing herein shall prohibit Executive from being a passive owner of not more than 4.91% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Non-compete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of Parent the Company or any of its Subsidiaries to leave the employ of Parent the Company or such Subsidiaryany of its Subsidiaries, or in any way interfere with the relationship between Parent the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent the Company or any of its Subsidiaries at any within one year prior to the time during the Employment Period such employee was hired by Executive (directly or indirectly through another person or entity) or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent the Company or any of its Subsidiaries to cease doing business with Parent the Company or such Subsidiaryany of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent the Company or any of its Subsidiaries. (c) If any portion of the non-compete or non-solicitation agreements within this Agreement are found to be unenforceable under California law, such provision shall be severed and the remainder of this Agreement which shall remain in full force and effect. This provision shall, in no way, be deemed to render the remainder of this Agreement unenforceable or otherwise invalid.

Non-Compete and Non-Solicitation. (a) Executive acknowledges that during To the course greatest extent not prohibited by the applicable Laws, Camtek covenant and agree that, for a period of his employment with 48 months after the Company and Closing, none of Camtek, or any of its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the ParentAffiliates (excluding Priortech Ltd., the Company PCB Technologies Ltd. and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration of the consummation of the transactions contemplated by the Merger Agreement, the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until the later of (i) the date that is five years after the date hereof and (ii) the date that is two (2) years after the date of termination of the Employment Period (the “Noncompete Period”), Executive shall not, anywhere in North America, will directly or indirectly own any interest inown, manage, control, invest in or participate inin the ownership, consult with, render services for, be employed in an executive, managerial management or administrative capacity by, or in any manner engage in any business competing with the businesses of Parent or any of its Subsidiaries, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock control of any class of a corporation which is publicly traded, so long as Executive has no active participation PCB Business (including bare IC substrate inspection and metrology business) in the business of such corporationTerritory. (b) During To the Noncompete Periodgreatest extent not prohibited by the applicable Laws, Executive shall not Buyers covenant and agree that, for a period of 48 months after the Closing, none of Buyers, CTL and CIT, any Subsidiary (including any portfolio company) thereof, or the entity to which the PCB Business Assets would be transferred to, or any Affiliate thereof, will directly or indirectly through another person own, manage, control, invest in or entity participate in the ownership, management or control of any (i) Semiconductor Business; and/or (ii) solder mask inkjet printing business for the PCB industry, in the Territory. (c) Camtek covenants and agrees that, except for the Transaction and arrangement contemplated hereunder, for a period of 48 months after the Closing, it will not, and shall cause its Affiliates (excluding Priortech Ltd., PCB Technologies Ltd. and their Subsidiaries) not to, directly or indirectly, (i) employ or attempt to employ or solicit for employment any member of Key Management Personnel or (ii) entice, induce or attempt to induce influence any employee member of Parent the CIT’s management team to terminate his or her employment with CIT or the entities incorporated or designated by CIT. (d) Buyers covenants and agrees that, except for the Transaction and arrangement contemplated hereunder, for a period of 48 months after the Closing, it will not, and shall cause its Affiliates not to, directly or indirectly, (i) employ or attempt to employ or solicit for employment any member of its Subsidiaries to leave the employ of Parent Camtek’s key management team or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iii) entice, induce or attempt to induce influence any customer, referral source, supplier, licensee, licensor, franchisee member of Camtek’s management team to terminate his or other business relation of Parent her employment with Camtek or any of its Subsidiaries to cease doing business with Parent the entities established or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent or any of its Subsidiariescontrolled by Camtek.

Non-Compete and Non-Solicitation. i. During the term of this Agreement and for a period of two (ayears) Executive acknowledges commencing on the date the Termination Notice is issued, Orbis shall not knowingly (A) encourage, facilitate, negotiate with or solicit any Authorized Subscriber or any prospective Authorized Subscribers or Correspondents that during Orbis declines or rejects under Section 3(c) or otherwise for business or services that would result in a reduction or decrease in services such Authorized Subscriber is receiving from Client and (B) knowingly encourage, facilitate, negotiate with or solicit any Authorized Subscriber or any prospective Authorized Subscriber or Correspondent that Orbis declines or rejects under Section 3(c) or otherwise utilization of Orbis Product, Orbis Content, or Orbis Software in any way with any custodian except Client without Client’s prior written consent, provided, however, that in the course case of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration of the consummation of the transactions contemplated by the Merger Agreement, the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until the later of this clause (B) (i) Client has included these conditions naming Orbis in writing in the date that is five years after the date hereof and Subscription Agreement agreed to with Correspondent, (ii) the date Correspondent was utilizing (or under a written agreement to start utilizing) the Orbis Product under a Subscription Agreement prior to termination of this Agreement, (iii) the Client provides Orbis in writing the names of the Authorized Subscribers that is two are subject to this provision. ii. Section 13(b)(i)(B) does not apply to: (2a) years after any VTH Companies’ client, (b) any Correspondent using the date Orbis Product as of termination of this Agreement to access or service accounts or conduct activity away from the Employment Period Client (a “Non-Exclusive Correspondent”) as such Non-Exclusive Correspondent is required to have a direct agreement with Orbis, or (c) to a Correspondent first introduced to the “Noncompete Period”Client by any VTH Companies that has a direct agreement with Orbis. iii. Notwithstanding the foregoing, in the case of Section 13(b)(i)(B), Executive shall not, anywhere in North America, directly Orbis may continue to provide any Authorized Subscriber that had already maintained a clearing or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing custody relationship with a third-party outside of Client with the businesses Orbis Product at such third-party with whom the Authorized Subscriber had maintained such relationship consistent with past practice and level of Parent services. iv. At no time during this Agreement shall either Party or any of its Subsidiariesaffiliate or subsidiaries solicit, as encourage, or engage any Correspondent or any current or prospective client already engaging with the other Party to remove or reduce such businesses exist firm’s business with Client or are the VTH Companies in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly tradedmanner, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent or any of its Subsidiariesindirectly.

Non-Compete and Non-Solicitation. The Executive hereby agrees with the Company that for a period of 12 months following the Termination Date: (a) Executive acknowledges that during the course of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration of the consummation of the transactions contemplated by the Merger Agreement, the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until the later of (i) the date that is five years after the date hereof and (ii) the date that is two (2) years after the date of termination of the Employment Period (the “Noncompete Period”), The Executive shall not, anywhere in North Americawithout the prior written consent of the Chief Executive Officer of the Company, directly or indirectly, engage in, be employed by, act as a consultant or advisor to, be a director, officer, owner or partner of, or acquire an interest in, any business engaged in manufacturing implant, rapid thermal processing, photostabilization or dry strip semiconductor processing systems (a “competitive business”), nor directly or indirectly own have any interest in, own, manage, operate, control, participate inbe connected with as a stockholder, consult withlender, render services forjoint venturer, be employed in an executiveofficer, managerial employee, partner or administrative capacity byconsultant, or otherwise engage, invest or participate in any manner engage competitive business; provided, however, that nothing contained in this Section 3.4 shall prevent the Executive from investing or trading in publicly traded stocks, bonds, commodities or securities or in real estate or other forms of investment for Executive’s own account and benefit (directly or indirectly); (b) The Executive shall not actively solicit any business competing with employee of the businesses of Parent Company or any of its Subsidiaries, as such businesses exist subsidiaries or are in process during affiliates to leave the Employment Period or on employment thereof; and the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive shall not directly enter onto Company property without prior written consent from the Chief Executive Officer of the Company or indirectly through another person or entity other executive officer of the Company; and (ic) induce or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iii) The Executive shall not induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee licensee or other individual, corporation or business relation of Parent organization having a business relationship with the Company or any of its Subsidiaries subsidiaries or affiliates to cease doing business with Parent the Company or such Subsidiary, its subsidiaries or affiliates or in any way interfere with the relationship between any such customer, supplier, licensor, licensee or other individual, corporation or business relation organization and Parent the Company or its subsidiaries or affiliates. Solicitation of customers for the purposes of this obligation refers to existing and/or contemplated products as of the time of this Agreement. (d) The applicable time periods set forth in this Section 3.4 shall be extended by the time of any (1) breach by the Executive of any terms of this Agreement, or (2) litigation involving the Executive and the Company in respect of any of its Subsidiariesthe provisions of this Agreement (whether by the Executive seeking relief from the terms hereof or by the Company seeking to enforce the terms hereof or otherwise).

Non-Compete and Non-Solicitation. (a) Executive acknowledges that during the course of his During Executive's employment with the Company Employer and its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be for a period of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration of the consummation of the transactions contemplated by the Merger Agreement, the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until the later of (i) the date that is five years after the date hereof and (ii) the date that is two (2) years after thereafter, whatever the date reason for Employee's termination or separation of termination of the Employment Period (the “Noncompete Period”)employment from Employer, and unless Executive receives Employer's advance written waiver, Executive shall not, anywhere in North America, either directly or indirectly indirectly, either on his own any interest inbehalf or on behalf of another business, manageengage in or assist others in the following activities: (i) Soliciting, controlhiring, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity byrecruiting, or in any manner engage in attempting to recruit, for any business competing with the businesses of Parent Employer or its affiliates, any of its Subsidiariesperson employed or contracted with by Employer, as such businesses exist or are in process employed or contracted with by Employer during the Employment Period twelve (12) months immediately prior to Executive's termination or on separation of employment from Employer; (ii) Soliciting or accepting, for any business which competes with Employer, any business from any Employer Client(s), for which services were provided or actively solicited by Employer during the date twelve (12) months immediately prior to Executive's termination or separation of employment from Employer, and which services or solicitation were or was conducted by or through Employer office(s) over which he had either direct or indirect managerial authority. For purposes of this provision, "Employer Client(s)" are defined as those persons, businesses, governmental agencies and nonprofit organizations either currently doing business with Employer at the time of the separation or termination of Executive's employment from Employer or to which Employer provided or actively solicited services during the twelve (12) months immediately prior to the separation or termination of Executive's employment from Employer; (iii) Entering into, engaging in, being employed by, being connected to, consulting or rendering services for, any business which competes with, or is similar to, Employer's business, or business known to Executive as planned to be conducted by Employer at the time of Executive's termination or expiration of the Employment Period. Nothing separation from employment with Employer; provided, however, that nothing herein shall prohibit the Executive from being engaging in the private practice of law. The non-compete restriction in this subsection shall apply throughout the United States; provided, however, if Employee is assigned a passive owner particular smaller geographic territory capable of not more than 4.9% measurement, and Employee works in that territory for at least 180 consecutive days prior to Employee's termination or separation of employment from Idea Integration, then the geographic restriction in this subsection shall apply to the lesser of the outstanding stock of any class of a corporation United States or the last precise territory in which is publicly traded, so long as Executive has no active participation in the business of such corporationEmployee worked for at least 180 consecutive days. (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent or any of its Subsidiaries.

Non-Compete and Non-Solicitation. (i) During the term of Executive’s employment with the Company or any Affiliate of the Company and for one (1) year thereafter, Executive shall not either directly or indirectly, and will not permit any Covered Entity which is Controlled by Executive to either directly or Indirectly, participate in, assist, aid or advise in any way, any competitive business or enterprise that competes with the Business in the Territory. For purposes of this Agreement, the Company shall be deemed to be conducting the Business in the Territory if the applicable collection account debtors are located in the Territory or if the applicable franchisees or other customers (or such franchisee’s or customer’s respective collection account debtors) are located in the Territory, regardless of whether the collection activities or services are performed from locations outside of the Territory. (ii) During the term of Executive’s employment with the Company or any Affiliate of the Company and one (1) year thereafter, Executive will not, either directly or indirectly and will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (a) (1) attempt in any manner to solicit the business of any franchisee of the Company or Affiliates of the Company, or (2) solicit the business of any financial institution or other creditors with which the Company or its Affiliates has had a relationship; or (b) hire, solicit take away, or attempt to hire, solicit or take away (either on such Executive’s behalf or on behalf of any other person or entity) any person (1) who is then an employee of the Company or any Affiliate of the Company or an employee or a franchisee of the Company; or (2) who has terminated his or her employment with the Company or any Affiliate of the Company within the previous ninety (90) days. (iii) Executive acknowledges agrees that the payment of any Without Cause Severance Pay or Good Reason Severance Pay is conditioned on Executive’s compliance with this Section 4.8 and that the Company will have the right to withhold payment if Executive is in breach of this Section 4,8. (iv) Notwithstanding the provisions of Sections 4.8(i) and (ii) above, (a) Executive’s ownership of less than a five percent (5%) ownership interest in another competing business entity (where such ownership does not constitute Control and where Executive does not act as a director, officer, consultant or otherwise provide services to such entity), (b) Executive’s service on the board of directors of any charitable, non-profit or educational institution without compensation (other than reimbursement of out-of-pocket expenses) or any entity that is not in direct competition with the Business, (c) managing Executive’s persona’ investments and affairs and the personal investment and affair of any of his family members, (d) acquiring any interest in any entity, whether or not part of a Control group, that is directly or indirectly owned or Controlled, in whole or in part, by Executive and/or one or more members of his family, or a partnership, trust or other entity held by or for the benefit of Executive and/or one or more members of his family, (e) performing services for any entity, whether or not part of a Control group, that is directly or indirectly owned or Controlled, in whole or In part, by Executive and/or one or more members of his family, or a partnership, trust, or other entity held by or for the benefit of Executive and/or one or more members of his family, shall not be considered a violation of Sections 4.8(i) and (ii), provided, however, that any such services or ownership addressed in this Section 4.8(iv) shall not detract front Executive’s performance of his duties to the Cowpony during the course term of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and or, except in the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be case of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration of the consummation of the transactions contemplated by the Merger Agreement, the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until the later of (i) the date that is five years after the date hereof and (ii) the date that is two (2) years after the date of termination of the Employment Period (the “Noncompete Period”Section 4.8(iv)(a), Executive shall not, anywhere be in North America, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing direct competition with the businesses of Parent or any of its Subsidiaries, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporationBusiness. (b) During the Noncompete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent or any of its Subsidiaries.

Non-Compete and Non-Solicitation. ​ (a) Executive acknowledges and agrees that during (i) the course business of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and is conducted in North America (collectively, the “Territory”), (ii) the Company’s and its Subsidiaries’ reputation and goodwill are an integral part of its business success throughout the Territory, (iii) Executive is familiar with certain of the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information (as defined herein) concerning the Parent, the Company and their Subsidiaries and that its affiliates, (iv) Executive’s services shall be are of special, unique and extraordinary value to Parent, the Company and its Subsidiaries, and (v) if Executive were to deprive the Company or any of its Subsidiaries of any of such goodwill or in any manner ​ utilizes such reputation and goodwill in competition with the Company or any of its Subsidiaries, the Company will be deprived of the benefits it has bargained for in this Agreement. ThereforeAccordingly, in consideration order to protect such trade secrets, Confidential Information and goodwill as well as the value of the consummation of the transactions contemplated by the Merger AgreementCompany and its Subsidiaries, and as a condition to the Company’s agreement willingness to employ Executive and the compensation to be paid to Executive hereunder and under the Merger enter into this Agreement, Executive agrees that, until so long as Executive is employed by the later Company or any of (iits Subsidiaries and, solely to the extent that Executive is receiving the severance payments under Section 4(b)(i) of this Agreement, continuing for the date that is five years after the date hereof and (ii) the date that is two (2) years after period beginning on the date of termination of Executive’s Separation and ending upon the Employment Period last day in which Executive receives the severance payments under Section 4(b)(i)(z)(1) (the “Noncompete Non-Compete Period”), Executive shall not, anywhere in North Americathe Territory, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing that reasonably purports to compete with the material lines of businesses of Parent the Company or any of its Subsidiaries, as such businesses (x) currently exist or are currently in the active process of development and (y) exist or are in the active process of development during Executive’s employment with the Employment Period Company or on the date any of the termination or expiration of the Employment Period. Nothing its Subsidiaries; provided that, nothing herein shall prohibit Executive from being a passive owner of not more than 4.91% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Non-Compete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent the Company or any of its Subsidiaries to cease doing business with Parent the Company or such Subsidiaryany of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent the Company or any of its Subsidiaries. Executive agrees that, so long as Executive is employed by the Company or any of its Subsidiaries and continuing for the period beginning on the date of Executive’s Separation and ending upon the date that is twelve (12) months following the date of Executive’s Separation, Executive shall not (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof or (ii) hire any person who was an employee of the Company or any of its Subsidiaries within one year prior to the time such employee was hired by Executive (directly or indirectly through another person or entity) provided, that the foregoing shall not restrict the hiring of any person pursuant to a general solicitation that is not directed specifically to any such employee. (c) If any portion of the non-compete or non-solicitation agreements within this Agreement are found by a court to be unenforceable under applicable law, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect. This provision shall, in no way, be deemed to render the remainder of this Agreement unenforceable or otherwise invalid. ​

Non-Compete and Non-Solicitation. (a) Executive acknowledges that during the course of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in In consideration of the consummation of the transactions contemplated by the Merger payments and benefits received pursuant to this Agreement, you agree that from the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until date hereof through two years following the later of (i) the date that is five years after end of the date hereof Consulting Period and (ii) the date that is two (2) years after the date conclusion of termination your service as a member of the Employment Period Board of Directors (the “Noncompete Restricted Period”), Executive you shall not, anywhere in North America, not directly or indirectly own any interest inown, manage, control, participate in, consult with, be employed by, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in in, any business competing directly or indirectly with the business as now or hereafter conducted by the Company or the businesses which are logical extensions of Parent the Company’s current business, within any metropolitan area in which the Company engages or any of its Subsidiaries, as has definitive plans to engage in such businesses exist or are in process business during the Employment Consulting Period or on the date period in which you are a director of the termination TSI Holdings; provided, that you shall not be precluded from purchasing or expiration holding publicly traded securities of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more any such entity so long as you hold less than 4.92% of the outstanding stock units of any such class of a corporation which is publicly traded, so long as Executive has securities and have no active participation in the business of such corporationentity. Notwithstanding the foregoing, you hereby agree that you shall not directly or indirectly own, manage, control, participate in, consult with, be employed by, render services for any competitor in the United States that had revenues during the preceding year of at least $30 million or any of the following entities: Crunch, 24 Hour, Equinox, NY Health and Racquet Club, LA Fitness, Sports & Health, Lifetime or Bally’s (or any of their successors) for three years following the later of (i) the end of the Consulting Period and (ii) the conclusion of your service as a member of the Board of Directors. (b) During In consideration of the Noncompete payments and benefits received pursuant to this Agreement, you agree that through the Restricted Period, Executive you shall not directly or indirectly through another person or entity not: (i) induce or attempt to induce any employee or consultant of Parent or any of its Subsidiaries the Company to leave the employ or services of Parent or such Subsidiarythe Company, or in any way interfere with the relationship between Parent or any of its Subsidiaries the Company and any employee or consultant thereof, ; or (ii) hire any person who was an employee of Parent or any of its Subsidiaries the Company at any time during your employment period for a position which would compete with the Employment business of the Company in the Company’s markets as of the date hereof, except for such employees who have been terminated for at least six months. (c) In consideration of the payments and benefits received pursuant to this Agreement, you agree that through the Restricted Period, you shall not, directly or indirectly: (i) solicit or attempt to enter into a contractual relationship with any customer, supplier, vendor, licensee, franchisee or other business relation of the Company, which relationship will have an adverse impact on the Company in a market in which the Company does business during the Consulting Period or the period in which you serve as a director, without prior approval from the Company; or (iiiii) induce or attempt to induce any customer, referral sourcesupplier, suppliervendor, licensee, licensor, franchisee franchisor or other business relation of Parent or any of its Subsidiaries the Company to cease doing business with Parent or such Subsidiarythe Company, or in any way interfere with the relationship between any such customer, supplier, licensee vendor, licensee, franchisor or business relation relation, on the one hand, and Parent or any of its Subsidiariesthe Company, on the other hand.

Non-Compete and Non-Solicitation. ▇▇▇ agrees that for a period of twelve (a12) Executive acknowledges that during the course of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration of the consummation of the transactions contemplated by the Merger Agreement, the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until the later of (i) the date that is five years after the date hereof and (ii) the date that is two (2) years after the date of termination of the Employment Period (the “Noncompete Period”), Executive shall months following her Separation Date she will not, anywhere in North America, directly or indirectly own any interest inindirectly, manage, operate or control, or be employed by, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity byto, or be connected in any manner engage in with the management, operation, ownership or control of any business competing or venture in competition in the United States with the businesses business of Parent the Company. For purposes of this Paragraph 13, a business or venture shall be deemed to be in competition with the business of the Company if that business or venture or any of its Subsidiariesaffiliates manufactures, as distributes, or otherwise engages in the design, sale, or transportation of cabinets for residential use, including but not limited to such businesses exist cabinet products intended for the primary use in the kitchen or are in process bathroom. In recognition of the geographic scope of AWC’s operations, this restriction will extend throughout the United States. ▇▇▇ further agrees that for a period of twelve (12) months following her Separation Date she will not, directly or indirectly, solicit or induce any AWC employee to leave AWC’s employment or to hire or attempt to hire any person who is employed by AWC on the Separation Date. May further agrees during the Employment Period this period that she will not, directly or on indirectly, solicit or disrupt, or attempt to solicit or disrupt, any contractual relationships between AWC and any of its customers, vendors or suppliers. If May breaches this provision while she is still receiving severance pay pursuant to this Agreement, her severance pay will cease immediately, and she agrees to repay any sums paid up to the date of the termination or expiration breach. If AWC sues for breach of this provision and is the prevailing party in such suit, it will be entitled to reasonable attorneys’ fees and costs. It is agreed and understood by the Parties that, in view of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner nature of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of AWC, the restrictions in Paragraph 13 above are reasonable and necessary to protect the legitimate interests of the Company, monetary damages alone are not an adequate remedy for any breach of such corporation. (b) During provisions, and any violation thereof would result in irreparable injuries to the Noncompete PeriodAWC. May therefore acknowledges that, Executive in the event of her violation of any of such restrictions, AWC shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which AWC may be entitled. If May breaches her non-competition or non-solicitation obligations as set forth above, the duration of the period identified shall be computed from the date she resumes compliance with the covenant or from the date AWC is granted injunctive or other equitable relief by a court of competent jurisdiction enforcing the covenant, whichever shall first occur, reduced by the number of days May was not directly or indirectly through another person or entity (i) induce or attempt to induce any employee in breach of Parent the covenant after termination of employment, or any of its Subsidiaries to leave the employ of Parent or such Subsidiarydelay in filing suit, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent or any of its Subsidiarieswhichever is greater.

Non-Compete and Non-Solicitation. (a) Executive acknowledges and agrees that during (i) the course business of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and is conducted in North America (collectively, the “Territory”), (ii) the Company’s and its Subsidiaries’ reputation and goodwill are an integral part of its business success throughout the Territory, (iii) Executive is familiar with certain of the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information (as defined herein) concerning the Parent, the Company and their Subsidiaries and that its affiliates, (iv) Executive’s services shall be are of special, unique and extraordinary value to Parent, the Company and its Subsidiaries, and (v) if Executive were to deprive the Company or any of its Subsidiaries of any of such goodwill or in any manner utilizes such reputation and goodwill in competition with the Company or any of its Subsidiaries, the Company will be deprived of the benefits it has bargained for in this Agreement. ThereforeAccordingly, in consideration order to protect such trade secrets, Confidential Information and goodwill as well as the value of the consummation of the transactions contemplated by the Merger AgreementCompany and its Subsidiaries, and as a condition to the Company’s agreement willingness to employ Executive and the compensation to be paid to Executive hereunder and under the Merger enter into this Agreement, Executive agrees that, until so long as Executive is employed by the later Company or any of (iits Subsidiaries and, solely to the extent that Executive is receiving the severance payments under Section 4(b)(i) of this Agreement, continuing for the date that is five years after the date hereof and (ii) the date that is two (2) years after period beginning on the date of termination of Executive’s Separation and ending upon the Employment Period last day in which Executive receives the severance payments under Section 4(b)(i)(x)(1) (the “Noncompete Non-Compete Period”), Executive shall not, anywhere in North Americathe Territory, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing that reasonably purports to compete with the material lines of businesses of Parent the Company or any of its Subsidiaries, as such businesses (x) currently exist or are currently in the active process of development and (y) exist or are in the active process of development during Executive’s employment with the Employment Period Company or on the date any of the termination or expiration of the Employment Period. Nothing its Subsidiaries; provided that, nothing herein shall prohibit Executive from being a passive owner of not more than 4.91% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Non-Compete Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or (iii) induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent the Company or any of its Subsidiaries to cease doing business with Parent the Company or such Subsidiaryany of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Parent the Company or any of its Subsidiaries. Executive agrees that, so long as Executive is employed by the Company or any of its Subsidiaries and continuing for the period beginning on the date of Executive’s Separation and ending upon the date that is twelve (12) months following the date of Executive’s Separation, Executive shall not (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof or (ii) hire any person who was an employee of the Company or any of its Subsidiaries within one year prior to the time such employee was hired by Executive (directly or indirectly through another person or entity). (c) If any portion of the non-compete or non-solicitation agreements within this Agreement are found by a court to be unenforceable under California law, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect. This provision shall, in no way, be deemed to render the remainder of this Agreement unenforceable or otherwise invalid.

Non-Compete and Non-Solicitation. (a) Executive acknowledges that during the course Subject to Section 6.09(b) below, for a period of his employment with the Company and its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration of the consummation of the transactions contemplated by the Merger Agreement, the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until the later of three (i) the date that is five years after the date hereof and (ii) the date that is two (23) years after the date of termination of the Employment Period (the “Noncompete Period”)Closing Date, Executive Parent shall not, anywhere in North Americaand shall cause its Affiliates not to, directly or indirectly own any interest inindirectly, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing with the businesses of Parent or any of its Subsidiaries, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation Prohibited Activities in the business of such corporationTerritory. (b) During Notwithstanding anything to the Noncompete Periodcontrary in this Section 6.09: (i) Parent and its Affiliates may acquire and hold, Executive shall in the aggregate, five percent (5%) or less of the debt (which is understood not to include trade payables) or equity of any Person, without being deemed to engage in any of such Person’s businesses solely by reason of such ownership, provided that neither Parent nor any of its Affiliates nor any of their respective officers, directors or employees acts as an officer, director, employee or consultant of such person; and (ii) Parent and its Affiliates may directly or indirectly through another person acquire, and may thereafter hold, manage, operate, control or entity (i) induce invest in, solicit customers, business patronage or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiaryorders for, or otherwise own, promote or assist, a business engaged in any way interfere with Prohibited Activities (a “Future Acquired Business”) if the relationship between Parent Prohibited Activities constitute less than the greater of (x) 10% of the sales of the Future Acquired Business and (y) $25,000,000 in sales (in each case measured by sales as of the most recently completed fiscal year of the Future Acquired Business ended prior to the date of closing of such acquisition or any if earlier, the date of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of Parent or any of its Subsidiaries at any time during the Employment Period or definitive agreement relating thereto). (iii) induce Parent and its Affiliates may directly or attempt indirectly acquire a Future Acquired Business the acquisition of which would otherwise violate this Section 2.09 (but for this sentence) if (A) the Prohibited Activities constitute less than 50% of the sales of the Future Acquired Business (measured by sales as of the most recently completed fiscal year of the Future Acquired Business ended prior to induce any customerthe date of closing of such acquisition or if earlier, referral sourcethe date of the definitive agreement relating thereto) and (B) as soon as practicable, supplier, licensee, licensor, franchisee or other business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or but in any way interfere event within one year after the closing of such acquisition, Parent and its Affiliates divest the portion of such Future Acquired Business engaged in Prohibited Activities in order to comply with this Section 6.09 (without regard to this sentence); provided, however, that Parent and its Affiliates shall not continue to be obligated to divest after the relationship between any such customer, supplier, licensee or business relation and Parent or any expiration of its Subsidiariesthe three (3) year period referred to in Section 6.09(a) above. (c) The following terms have the following respective meanings:

Non-Compete and Non-Solicitation. (a) Executive acknowledges that during the course of his employment with the Company 9.1 VENDOR or VENDOR group companies including holding company, subsidiaries and its Subsidiaries he shall become familiar with Parent’s and the Company’s trade secrets and with other Confidential Information concerning the Parent, the Company and their Subsidiaries and that Executive’s services shall be of special, unique and extraordinary value to Parent, the Company and its Subsidiaries. Therefore, in consideration of the consummation of the transactions contemplated by the Merger Agreement, the Company’s agreement to employ Executive and the compensation to be paid to Executive hereunder and under the Merger Agreement, Executive agrees that, until the later of (i) the date that is five years after the date hereof and (ii) the date that is two (2) years after the date of termination of the Employment Period (the “Noncompete Period”), Executive shall not, anywhere in North America, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing with the businesses of Parent sister companies or any CONSULTANT of its Subsidiaries, as such businesses exist or are in process during the Employment Period or on the date of the termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from being a passive owner of not more than 4.9% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Executive VENDOR shall not directly or indirectly through another person arrange for services with the IT-Alliances’s CLIENT to whom the services have been provided by VENDOR’s CONSULTANT under the agreement, during the duration of the project and for a period of one year following the completion date of the project as mentioned in the specific exhibit for that project without prior written consent of IT-Alliances. VENDOR will also ensure by means of written contract with the EMPLOYEE mentioned in the EXHIBIT - A that (s)he will not directly or entity indirectly arrange for services with the IT-Alliances’s CLIENT for a period of one year following the completion or termination date of the project as mentioned in the specific EXHIBIT- A. The provisions of this Article shall survive termination or expiration of this Agreement or any Assignment Order hereunder. IT-Alliances or its CLIENT shall have the right to take such action it deems necessary to protect its rights hereunder, including, without limitation, injunctive relief and any other remedies as may be available at law or equity. This provision does not apply to: (i) induce any assigned CLIENT with whom VENDOR has a clearly documented relationship prior to any introduction through IT-Alliances or attempt to induce any employee of Parent or any of its Subsidiaries to leave the employ of Parent or such Subsidiary, or in any way interfere with the relationship between Parent or any of its Subsidiaries and any employee thereof, (ii) hire any person who was business units within an assigned CLIENT with whom VENDOR has had prior contact independent of any introduction through IT-Alliances. 9.2 During the duration of the project mentioned in the purchase order and for a period of one (1) year thereafter, Neither Party may directly solicit any consultant/employee of Parent or any the counterparty without the prior written consent of its Subsidiaries at any time during the Employment Period or (iii) induce or attempt non-soliciting Party. However, IT- Alliances reserves the right to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of Parent or any of its Subsidiaries to cease doing business with Parent or such Subsidiary, or terminate the given Purchase Order in any way interfere with case the relationship between any such customer, supplier, licensee or business relation and Parent or any of its SubsidiariesEMPLOYEE is not paid his salary by the VENDOR.