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

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has and shall become familiar with Holdings', the Company’s 's and its subsidiaries’ their Subsidiaries' trade secrets and with other Confidential Information concerning Holdings, the Company and their predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to Holdings, the Company and its subsidiaries. Thereforetheir Subsidiaries, including NQLLC, and therefore Executive has agreed that agrees that, during the Employment Period and continuing for the later of (i) twelve (12) eighteen months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) thereafter (the “"Noncompete Period”"), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business which businesses of Holdings, the Company or its subsidiaries conducts at the time their Subsidiaries, as such businesses exist during the Employment Period is terminatedor, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which Holdings, the Company or any of its Subsidiaries engage or plan to engage during the eighteen-month period following the date of termination or expiration of the Employment Period. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than two percent (2%) % 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 corporationcorporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary). (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of Holdings, the Company or any of its subsidiaries Subsidiary to leave the employ of Holdings, the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between Holdings, the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of Holdings, the Company or any of its subsidiaries Subsidiary at any time during the twelve- (12) 18-month period preceding such hiring; immediately prior to the termination of the Employment Period or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of Holdings, the Company, its subsidiaries Company or any Subsidiary to cease doing business with Holdings, the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Holdings, the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding Holdings, the Company or its Subsidiaries). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from employing an individual (i) with the consent of the Company or (ii) who responded to general solicitations in publications or on websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at an employee of Holdings, the Company or any of their respective Subsidiaries. In addition, nothing in this Agreement will prohibit the making of any truthful statements made by any Person in response to a lawful subpoena or legal proceeding or to enforce such Person's rights under this Agreement, or any other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)agreement between Executive, Holdings, the Company and their respective Subsidiaries.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Company and its Subsidiaries (including its predecessors) he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and Affiliates and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. ThereforeSubsidiaries and Affiliates, and, therefore, Executive has agreed that agrees that, during the Employment Period and continuing for the later of one (i1) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) year thereafter (the “Noncompete Period”), to he shall not directly or indirectly indirectly, either for himself or for any other person, partnership, corporation, company or other entity, own any interest in, manage, control, participate in, consult with, advise, render services for, or in any other manner engage in the business of owning, operating, managing, any business or enterprise within North America which sells and distributes, on a wholesale basis, imprintable sportswear or accessories (any of the foregoing, a “Competitive Activity”), except that is competitive in no case shall the foregoing provision apply to activities performed in connection with the business which manufacturing or retailing of imprintable sportswear or accessories. For purposes of this Agreement, “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, executive, franchisor, franchisee, creditor, owner or otherwise; provided that the Company foregoing activities shall not include the passive ownership (i.e., Executive does not directly or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation indirectly participate in the business or management of such corporationthe applicable entity) of less than 2% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange. Executive agrees that the aforementioned covenant is reasonable with respect to its duration, geographical area and scope. In particular, Executive acknowledges and agrees that the geographic scope of this restriction is necessary to protect the goodwill and Confidential Information of the Company and its Subsidiaries. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, except for general solicitations for employment made to the public, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during the twelve- twelve (12) month period months preceding the hiring of such hiring; or person, unless such person’s application was in response to general solicitations made to the public and such person is being hired for a non-executive level position, (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications about the Company or its Subsidiaries) or (iv) distribute, on a wholesale basis, imprintable sportswear or accessories to any customer of the Company or any Subsidiary, except that in no case shall the foregoing provision apply to activities performed by Executive in connection with ordinary course post-termination competitive activities undertaken as the manufacturing or retailing of imprintable sportswear or accessories. (c) If, at the time of enforcement of paragraph 5, 6 or 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in Section 3C(athis paragraph 7 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 7, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that in the course of his Executive’s employment with the Company he has Company, Executive has, and shall will continue to, become familiar with the Company’s Confidential Information, methods of doing business, business plans and other valuable proprietary information concerning the Company, its subsidiaries’ trade secrets Affiliates, and with other Confidential Information their Customers and suppliers and that his Executive’s services shall have been and will be of special, unique and extraordinary value to the Company and its subsidiariesAffiliates. ThereforeThe Executive agrees that, Executive has agreed that during the Employment Period and continuing for twenty-four (24) months thereafter, regardless of the later reason for the termination of Executive’s employment (the “Restricted Period”), the Executive will not, directly or indirectly, anywhere in the Restricted Area: (i) own, manage, operate, or participate in the ownership, management, operation, or control of, or be employed by, any entity which is in competition with the Business of the Company or its Affiliates in which the Executive would hold a position with responsibilities that are entirely or substantially similar to any position the Executive held during the last twelve (12) months after termination of the Employment Period and (ii) Executive’s employment with the period during Company or in which the Severance Payment, if any, Executive would have responsibility for and access to confidential information that is being paid pursuant similar to Section 2D(bor relevant to that which the Executive had access to during the last twelve (12) (months of the “Noncompete Period”), Executive’s employment with the Company; or provide services to not directly any person or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or entity that engages in any manner engage in the business of owning, operating, managing, any business that is similar to, or competitive with the Company or its Affiliates’ Business if doing so would require the Executive to use or disclose the Company’s Confidential Information. A business or entity shall be considered “in competition” with the Company or its Affiliates if it engages in the Business, as defined in this Agreement, in which the Company or any of its subsidiaries conducts at the time the Employment Period is terminatedaffiliates engages. Nothing herein shall will prohibit the Executive from being a passive owner of not more than two one percent (21%) of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. (b) During the Employment Period and continuing for Restricted Period, the later of Executive will not, directly or indirectly, in any manner: (i) twenty-four hire or engage, or recruit, solicit or otherwise attempt to employ or retain or enter into any business relationship with, any Person who is or was an employee of or individual consultant who provided services (24directly or indirectly) months after to the Company or its Affiliates within the twelve (12) month period immediately preceding the termination of the Employment Period and Executive’s employment, (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any person who is or was an employee of of, or individual consultant who provided services (directly or indirectly) to, the Company or any its Affiliates within the twelve (12) month period immediately preceding the termination of its subsidiaries Executive’s employment, to leave the employ of the Company or such subsidiarythe relevant Affiliates, or in any way interfere with the relationship between the Company, its Affiliates and any of their employees or individual consultants, (iiiii) hire employ or retain or enter into any business relationship with any person who was an employee of or individual consultant who provided services (directly or indirectly) to the Company or its Affiliates within the twelve (12) month period immediately preceding the termination of Executive’s employment, or (iv) recommend the hiring of, or provide a reference for any person who was an employee of or individual consultant who provided services (directly or indirectly) to the Company or its Affiliates (provided, however that the Executive may hire former employees and consultants to the Company and its Affiliates after such former employees or consultants have ceased to be employed or otherwise engaged by the Company or its Affiliates for a period of at least twelve (12) months). (c) During the Restricted Period, the Executive will not, directly or indirectly: (i) call on, solicit or service any Customer with the intent of selling or attempting to sell any service or product similar to, or competitive with, the services or products sold by the Company or its Affiliates as of the date of the termination of Executive’s employment, or (ii) in any way interfere with the relationship between the Company, its Affiliates and any Customer, supplier, licensee or other business relation (or any prospective Customer, supplier, licensee or other business relationship) of the Company or its Affiliates (including, without limitation, by making any negative or disparaging statements or communications regarding the Company, its Affiliates or any of its subsidiaries their operations, officers, directors or investors). This non-solicitation provision applies to those Customers, suppliers, licensees or other business relationships of the Company with whom the Executive: (1) has had contact or has solicited at any time in the twelve (12) month period of time preceding the termination of the Executive’s employment; (2) has supervised the services of any of the Company’s or Affiliates’ employees who have had any contact with or have solicited at any time during the twelve- twelve (12) month period of time preceding such hiringthe termination of Executive’s employment; or (iii3) induce or attempt has had access to induce any material customerConfidential Information about such Customers, suppliersuppliers, licensee, licensor licensees or other business relation relationships at any time during the twelve (12) month period of time preceding the termination of Executive’s employment. (d) The Executive acknowledges and agrees that the restrictions contained in this Section 10 with respect to time, geographical area and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company and its Affiliates. In particular, the Executive agrees and acknowledges that the Company is currently engaging in Business and actively marketing its services and products throughout the Restricted Area, that Executive’s duties and responsibilities for the Company and/or its Affiliates are co-extensive with the entire scope of the Company’s Business, its subsidiaries to cease doing business with that the Company has spent significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, Customer lists, long term Customer relationships and trade secrets and that such methods, technology, Customer lists, Customer relationships and trade secrets have significant value. However, if, at the time of enforcement of this Section 10, a court holds that the duration, geographical area or scope of activity restrictions stated herein are unreasonable under circumstances then existing or impose a greater restraint than is necessary to protect the goodwill and other business interests of the Company and its Affiliates, the Parties agree that the maximum duration, scope or area reasonable under such subsidiarycircumstances will be substituted for the stated duration, other than scope or area and that the court will be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law, in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(aall cases giving effect to the intent of the parties that the restrictions contained herein be given effect to the broadest extent possible. The existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of the provisions of Sections 7, 8, 9 and 10, which Sections will be enforceable notwithstanding the existence of any breach by the Company. Notwithstanding the foregoing, the Executive will not be prohibited from pursuing such claims or causes of action against the Company (including, but not limited to, a declaratory judgment). The Executive consents to the Company notifying any future employer of the Executive of the Executive’s obligations under Sections 7, 8, 9 and 10 of this Agreement.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation Award granted to be paid to Executive Employee hereunder, Executive Employee acknowledges and agrees that in during the course of his Employee’s employment with the Company he has and its subsidiaries Employee shall become familiar familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information confidential information and that his Employee’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that and therefore, Employee agrees that, during his or her employment with the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance PaymentCompany and, if anythe Employee terminates his or her employment with the Company for any reason, is being paid pursuant to Section 2D(b) for a period of one year thereafter (the “Noncompete Non-Compete Period”), to Employee shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, advise, render services forfor (alone or in association with any person or entity), or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedcurrently operates or plans to operate. Nothing herein shall prohibit Executive Employee from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Employee has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, ▇▇▇▇▇▇▇▇’▇, ▇▇▇▇ Stores, Steinmart, Century 21, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Stores and Daffy Dan’s. (b) During the Employment Period and continuing for the later of (i) twentyNon-four (24) months after termination of the Employment Period and (ii) the period during which the Severance PaymentCompete Period, if anyEmployee shall not, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another indirectly, and shall ensure that any person or entity controlled by Employee does not, (i) induce or attempt to induce any employee of the Company or any of its subsidiaries subsidiary to leave the employ of the Company or such subsidiary, or in any way interfere with the relationship between the Company or any subsidiary and any employee thereof, (ii) hire hire, directly or through another person, any person (whether or not solicited) who was an employee Employee of the Company or any of its subsidiaries subsidiary at any time during within the twelve- (12) month one year period preceding such hiring; or before Employee’s termination from employment, (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any subsidiary to cease doing business with the Company or such subsidiary, other than assist any Competing Business or in connection any way interfere with ordinary course post-the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary (Employee understands that any person or entity that Employee contacted during the one year period prior to the date of Employee’s termination competitive of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company and its subsidiaries as to whom the Company has a protectible proprietary interest) or (iv) make or solicit or encourage others to make or solicit directly or indirectly any defamatory statement or communication about the Company or any of its subsidiaries or any of their respective businesses, products, services or activities undertaken as permitted in Section 3C(a(it being understood that such restriction shall not prohibit truthful testimony compelled by valid legal process).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b2C(b) (the “Noncompete Period”), to not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b2C(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive’s employment with the Company Company, he has and shall become familiar with the trade secrets of the Company and the Company’s and its subsidiaries’ trade secrets Affiliates and with other Confidential Information concerning the Company and the Company’s Affiliates, and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesto the Company’s Affiliates. Therefore, Executive has agreed that agrees that: (a) during the Employment Period and continuing for the later a period of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) thereafter (the “Noncompete Period”). Executive shall not, to not within the United States, directly or indirectly own any interest inown, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the businesses of the Company or the Company’s Affiliates or any business in which the Company or its subsidiaries conducts at any of the time Company’s Affiliates has entertained discussions or has requested and received information relating to the acquisition of such business by the Company and the Subsidiaries prior to the termination of the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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.Period; (b) During during the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries the Company’s Affiliates to leave the employ of the Company or such subsidiaryAffiliate, or in any way interfere with the relationship between the Company and/or any of the Company’s Affiliates and any employee thereof, (ii) hire any person who was an employee of the Company or any or any of its subsidiaries at any the Company’s Affiliates within 180 days prior to the time during the twelve- (12) month period preceding such hiring; or employee was hired by Executive, (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensee or other business relation of the Company or any of the Company, its subsidiaries ’s Affiliates to cease doing business with the Company or such subsidiaryAffiliate or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of the Company’s Affiliates, or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company or any of the Company’s Affiliates and with which the Company and/or or any of the Company’s Affiliates has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or any of the Company’s Affiliates in the two-year period immediately preceding the Executive’s termination of employment.; (c) if, at the time of enforcement of this Section 9, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law; (d) in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 9, the Company and/or one or more of the Company’s Affiliates, as the case may be, in addition and supplementary to other than rights and remedies existing in connection their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, Executive agrees that, in the event of an alleged breach or violation by Executive of this Section 9, the applicable period shall be tolled until such breach or violation has been duly cured; and (e) the provisions of this Section 9 are in consideration of: (i) employment with ordinary course post-termination competitive activities undertaken the Company and (ii) additional good and valuable consideration as permitted set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 3C(a)7, Section 8 and this Section 9 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company of the non-enforcement of Section 7, Section 8 and/or this Section 9 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. In addition, Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive's employment with the Company he has and Executive shall become familiar with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his Executive's services shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period Term and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) one year thereafter (the “"Noncompete Period”"), to Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during the twelve- (12) month period preceding such hiring; Employment Term or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(athe relationship between any such customer, supplier, licensee, licensor, franchisee, or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries). (c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 7 are reasonable. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with the predecessors of the Company and its Subsidiaries he has and shall become familiar familiar, with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries (and their respective predecessor companies) and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. ThereforeSubsidiaries, and therefore, Executive has agreed that agrees that, during the Employment Period and continuing for thereafter until the later of (i) twelve (12) months after termination end of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business Competing Business within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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. For purposes of this paragraph, “Competing Business” means any business activity involving the wholesale distribution of after market specialty automobile parts. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee executive of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any executive thereof, (ii) hire any person who was an employee executive of the Company or any of its subsidiaries Subsidiary at any time during within the twelve- (12) month one year period preceding such hiring; before Employee’s termination from employment or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary. (c) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 7 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company would suffer irreparable harm, and in addition and supplementary to other than rights and remedies existing in connection with ordinary course post-termination competitive activities undertaken as permitted its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in Section 3C(aorder to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive’s employment with the Company he has and Executive shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his Executive’s services shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period Term and continuing for the later a period of eighteen (i) twelve (1218) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) thereafter (the “Noncompete Period”), to Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive’s employment, within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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. The Company presently does not enforce this paragraph 7(a) in California. However, Executive is still required to sign this Agreement since Executive may already work, or may work in the future, in a state where this paragraph 7(a) is fully enforceable. Moreover, the Company reserves its right to enforce this paragraph 7(a) in all other states in which it is enforceable, and in California in the future, to reflect any legislative or legal developments which will permit its enforcement to the fullest extent permitted by California law. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during the twelve- (12) month period preceding such hiring; Employment Term or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(athe relationship between any such customer, supplier, licensee, licensor, franchisee, or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries). (c) The provisions of this paragraph 7 will be enforced to the fullest extent permitted by the law in the state in which Executive resides or is employed at the time of the enforcement of the provision. If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 7 are reasonable. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of this paragraph 7 (as determined by a court of competent jurisdiction or an arbitrator pursuant to paragraph 19 hereof), the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive Optionee acknowledges that in the course of his employment with the Company or any of its Subsidiaries or Affiliates, or their predecessors or successors, he has been or will be given access to and shall has or will become familiar with the Company’s and its subsidiaries’ their trade secrets and with other Confidential Information. If any of such Confidential Information is disclosed to or used by competitors or potential competitors, such disclosure would cause irreparable harm to the Company, and that his services shall as a result, Optionee and the Company desire to provide the Company with adequate protection from the unauthorized disclosure or use of such Confidential Information. In addition, the Optionee acknowledges that: (i) the Company and its Subsidiaries are and will be engaged in the Business (as defined below) during the Employment Period and thereafter; (ii) Optionee is one of a limited number of persons who is and will be developing the Business; (iii) the agreements and covenants contained in this Section 7(d) are essential to protect the Company and its Subsidiaries and the goodwill of the Business and are a condition precedent to the Company entering into this Agreement; (iv) Optionee’s employment with the Company has special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries and the Company and its Subsidiaries would be irreparably damaged if Optionee were to provide services to any person or entity in violation of the provisions of this Agreement and (v) Optionee agrees that he will not challenge the reasonableness of the Noncompete Period (as defined below), the Nonsolicit Period (as defined below) and the Restricted Territories (as defined below) or the scope of coverage in any suit or proceeding regarding this Section 7(d), regardless of who initiates such suit or proceeding. Therefore, Executive has agreed that during and in further consideration of the Employment Period compensation to be paid to Optionee hereunder and continuing for in connection with his employment, and to protect the later of Company’s and its Subsidiaries’ and Affiliates’ Confidential Information, business interests and goodwill: (i) twelve Optionee agrees that, during the term of his employment with the Company, its Subsidiaries or Affiliates, including employment following the expiration or termination (12for any reason) months after termination of the Employment Period and for one (ii1) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) year thereafter (the “Noncompete Period”), to he shall not directly or indirectly (whether as an owner, partner, shareholder, member, agent, officer, director, manager, employee, independent contractor, consultant, or otherwise) own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managingbecome employed by, any business that is competitive competing with the business businesses of the Company as of the date of Optionee’s termination of employment or its Subsidiaries or Affiliates, including, without limitation, the selling, designing and executing of mobile or cross device media advertising campaigns utilizing predictive targeting, user identification and other targeting and optimization methods and the providing of solutions for cross device tracking and attribution measurement and tracking, and any other businesses as they exist or are in process during the course of Optionee’s employment with the Company, its Subsidiaries or Affiliates and on the date of the termination or expiration of the Optionee’s employment with the Company, its Subsidiaries or Affiliates, within any geographical area in which the Company or its subsidiaries conducts at Subsidiaries or Affiliates engage or have immediate plans to engage in such businesses, including in the time Restricted Territories (the Employment Period is terminated“Business”). “Restricted Territories” shall mean North America. Nothing herein contained in this Section 7(d)(i) shall prohibit Executive be construed to prevent Optionee from being a passive owner of not more than two percent (2%) of investing in the outstanding stock of any class of corporation listed on a corporation which is publicly traded, so long as Executive has no active participation national securities exchange or traded in the business over the counter market, but only if Optionee and Optionee’s associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as then in effect), collectively, do not own more than an aggregate of two percent of the stock of such corporation. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he will become familiar, and during the course of his employment by D.M. ▇▇▇.'s predecessor prior to the date of this Agreement he has and shall become familiar familiar, with the Company’s and its subsidiaries’ trade secrets and with customer lists of and other Confidential Information confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services shall have been and will be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Company. (b) Executive has agreed agrees that during the Employment Period and continuing for the later a period of (i) twelve (12) months three years after termination of his employment with the Company he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, anywhere in the world, the publishing or production of any Business Information Product (as defined in the Combination Agreement) that competes with a Business Information Product being published or produced by the Company or any of its subsidiaries or affiliates when the Employment Period ends. (c) Executive further agrees that during the Employment Period and (ii) the period during which the Severance Paymentfor three years thereafter he shall not in any manner, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own indirectly, induce or attempt to induce any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business employee of owning, operating, managing, any business that is competitive with the business which the Company or of any of its subsidiaries conducts at the time the Employment Period is terminated. or affiliates to quit or abandon his/her employ. (d) Nothing herein in this Paragraph shall prohibit Executive from being being: (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than two percent (2%) 5% of the outstanding stock equity securities of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business of such corporationcorporation or other entity. (e) If, at the time of enforcement of this Paragraph, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (f) The provisions of (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive this Paragraph shall not directly apply following a Termination without Cause or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)a Termination by Executive for Good Reason.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, The Executive acknowledges and agrees that the Executive’s services to the Company and its Subsidiaries are unique in nature and that the Company and its Subsidiaries would be irreparably damaged if the Executive were to provide similar services to any Person competing with the Company and its Subsidiaries or engaged in the Business. The Executive further acknowledges that, in the course of his employment with the Company Company, he has and shall will become familiar with the Company’s and its subsidiariesSubsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to Information. During the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Noncompete Period and continuing for the later of (i) twelve (12) months after termination other than as an employee of the Employment Period and (ii) the period during which the Severance PaymentCompany, if anyhe shall not, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own indirectly, whether for himself or for any interest inother Person, manage, control, permit his name to be used by or participate in, consult with, advise, render services for, or in any manner business or enterprise (including, without limitation, any division, group or franchise of a larger organization) that engages or proposes to engage in the business Business in the Restricted Territories. For purposes of owningthis Agreement, operatingthe term “participate in” shall include, managingwithout limitation, having any business that is competitive with the business which the Company direct or its subsidiaries conducts at the time the Employment Period is terminatedindirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner, member, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, supervisor, employee, agent, consultant or otherwise). Nothing herein shall will prohibit the Executive from being a mere passive owner ownership of not more than two five percent (25%) of the outstanding stock of any class of a publicly held corporation which whose stock is publicly traded, so long as Executive has no active participation traded on a national securities exchange or in the business over-the-counter market. As used herein, the phrase “mere passive ownership” shall include voting or otherwise granting any consents or approvals required to be obtained from such Person as an owner of stock or other ownership interests in any entity pursuant to the charter or other organizational documents of such corporationentity, but shall not include, without limitation, any involvement in the day-to-day operations of such entity. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), the Executive shall will not directly directly, or indirectly through another entity (i) Person, induce or attempt to induce any customer, supplier, licensee, or other business relation of the Company or any of its Subsidiaries to cease doing business with the Company or any of its Subsidiaries, or induce or attempt to induce any corporate officer, general manager or other employee of the Company or any of its subsidiaries Subsidiaries to leave the employ of the Company or terminate such subsidiary, (ii) hire any person who was an employee of employee’s employment with the Company or any of its subsidiaries at Subsidiaries, or hire any time during such person unless such person’s employment was terminated by the twelve- (12) month period preceding Company or any of its Subsidiaries, or in any way interfere with the relationship between any such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor employee or other business relation of the Company, its subsidiaries to cease doing business with and the Company or such subsidiaryany of its Subsidiaries, other than including, without limitation, knowingly making any negative statements or communications concerning the Company or any of its Subsidiaries. The Executive acknowledges and agrees that the Company and its Subsidiaries would be irreparably damaged if the Executive were to breach any of the provisions contained in connection with ordinary course post-termination competitive activities undertaken as permitted in this Section 3C(a1.9(b).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that in the course of his Executive’s employment with the Company he has DeVry, Executive has, and shall will continue to, become familiar with the Company’s DeVry's Confidential Information, methods of doing business, business plans and other valuable proprietary information concerning DeVry, its subsidiaries’ trade secrets Affiliates, and with other Confidential Information their customers and suppliers and that his Executive’s services shall have been and will be of special, unique and extraordinary value to the Company DeVry and its subsidiariesAffiliates. ThereforeThe Executive agrees that, Executive has agreed that during the Employment Period and continuing for the later of for, as applicable, (i) eighteen (18) months thereafter, regardless of the reason for the termination of Executive's employment other than under Section 9(a) above or (ii) twenty-four (24) months in the event of a termination under Section 9(a) above (the "Restricted Period"), the Executive will not, directly or indirectly, anywhere in the Restricted Area: (i) own, manage, operate, or participate in the ownership, management, operation, or control of, or be employed by, any entity which is in competition with the Business of DeVry or its Affiliates in which the Executive would hold a position with responsibilities that are entirely or substantially similar to any position the Executive held during the last twelve (12) months after termination of the Employment Period Executive’s employment with DeVry or in which the Executive would have responsibility for and access to confidential information that is similar to or relevant to that which the Executive had access to during the last twelve (12) months of the Executive’s employment with DeVry; or (ii) the period during which the Severance Payment, if any, is being paid pursuant provide services to Section 2D(b) (the “Noncompete Period”), to not directly any person or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or entity that engages in any manner engage in the business of owning, operating, managing, any business that is similar to, or competitive with the business which the Company DeVry or its subsidiaries conducts at Affiliates’ Business if doing so would require the time the Employment Period is terminatedExecutive to use or disclose DeVry’s Confidential Information. Nothing herein shall will prohibit the Executive from being a passive owner of not more than two one percent (21%) of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. (b) During the Employment Period and continuing for Restricted Period, the later of Executive will not, directly or indirectly, in any manner: (i) twenty-four hire or engage, or recruit, solicit or otherwise attempt to employ or retain or enter into any business relationship with, any Person who is or was an employee of or consultant to DeVry or its Affiliates within the twelve (2412) months after month period immediately preceding the termination of the Employment Period and Executive's employment, (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any person who is or was an employee of, or consultant to, DeVry or its Affiliates within the twelve (12) month period immediately preceding the termination of the Company or any of its subsidiaries Executive's employment, to leave the employ of DeVry or the Company relevant Affiliates, or such subsidiaryin any way interfere with the relationship between DeVry, its Affiliates and any of their employees or consultants, (iiiii) hire employ or retain or enter into any business relationship with any person who was an employee of or consultant to DeVry or its Affiliates within the Company twelve (12) month period immediately preceding the termination of Executive's employment, or (iv) recommend the hiring of, or provide a reference for any person who was an employee of or consultant to DeVry or its Affiliates (provided, however that the Executive may hire former employees and consultants to DeVry and its Affiliates after such former employees or consultants have ceased to be employed or otherwise engaged by DeVry or its Affiliates for a period of at least twelve (12) months). (c) During the Restricted Period, the Executive will not, directly or indirectly: (i) call on, solicit or service any Customer with the intent of selling or attempting to sell any service or product similar to, or competitive with, the services or products sold by DeVry or its Affiliates as of the date of the termination of Executive's employment, or (ii) in any way interfere with the relationship between DeVry, its Affiliates and any Customer, supplier, licensee or other business relation (or any prospective Customer, supplier, licensee or other business relationship) of DeVry or its Affiliates (including, without limitation, by making any negative or disparaging statements or communications regarding DeVry, its Affiliates or any of its subsidiaries their operations, officers, directors or investors). This non-solicitation provision applies to those Customers, suppliers, licensees or other business relationships of DeVry with whom the Executive: (1) has had contact or has solicited at any time in the twelve (12) month period of time preceding the termination of the Executive's employment; (2) has supervised the services of any of DeVry's or Affiliates’ employees who have had any contact with or have solicited at any time during the twelve- twelve (12) month period of time preceding such hiringthe termination of Executive's employment; or (iii3) induce or attempt has had access to induce any material customerConfidential Information about such Customers, suppliersuppliers, licensee, licensor licensees or other business relation relationships at any time during the twelve (12) month period of time preceding the termination of Executive’s employment. (d) The Executive acknowledges and agrees that the restrictions contained in this Section 13 with respect to time, geographical area and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of DeVry and its Affiliates. In particular, the Executive agrees and acknowledges that DeVry is currently engaging in Business and actively marketing its services and products throughout the Restricted Area, that Executive's duties and responsibilities for DeVry and/or its Affiliates are co-extensive with the entire scope of DeVry's Business, that DeVry has spent significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and that such methods, technology, customer lists, customer relationships and trade secrets have significant value. However, if, at the time of enforcement of this Section 13, a court holds that the duration, geographical area or scope of activity restrictions stated herein are unreasonable under circumstances then existing or impose a greater restraint than is necessary to protect the goodwill and other business interests of DeVry and its Affiliates, the Parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law, in all cases giving effect to the intent of the Companyparties that the restrictions contained herein be given effect to the broadest extent possible. The existence of any claim or cause of action by the Executive against DeVry, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by DeVry of the provisions of Sections 10, 11, 12 or this Section 13, which Sections will be enforceable notwithstanding the existence of any breach by DeVry. Notwithstanding the foregoing, the Executive will not be prohibited from pursuing such claims or causes of action against DeVry. The Executive consents to DeVry notifying any future employer of the Executive of the Executive's obligations under Sections 10, 11, 12 and this Section 13 of this Agreement. (e) In the event of the breach or a threatened breach by the Executive of any of the provisions of Sections 10, 11, 12 or this Section 13, DeVry, in addition and supplementary to any other rights and remedies existing in its subsidiaries favor, will be entitled to cease doing business seek specific performance and/or injunctive or other equitable relief (in the form of a temporary restraining order, preliminary injunction and/or permanent injunction) from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof. (f) Upon the Executive’s written request, the CEO may, in the CEO’s sole discretion, permit the Executive to engage in certain work or activity that is otherwise prohibited by this Agreement, if and only if the Executive first provides the CEO with written evidence satisfactory to the Company CEO, including assurances from any new employer of the Executive, that the contribution of Executive’s knowledge to that work or activity will not cause the Executive to disclose, base judgment upon, or use DeVry’s trade secrets or other Confidential Information. The Executive shall not engage in such subsidiary, other than work or activity unless and until the Executive receives written consent from the CEO. (g) Neither the CEO’s consent under Section 13(f) nor DeVry’s failure to seek enforcement of any restrictive covenant under this Agreement shall be deemed a consent or waiver by DeVry of any subsequent breach of this Agreement by the Executive and DeVry shall have the right to seek enforcement of this Agreement against the Executive for any breach not specifically consented to in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)writing by the CEO or DeVry.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information concerning the Company and its subsidiaries and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) thereafter (the “"Noncompete Period”"), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business competing with the business of owningthe Company or any of its subsidiaries, operatingas such businesses exist or are in process at any time during the period beginning on the date hereof and ending on the date of the termination of Executive's employment, managing, within any business that is competitive with the business geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedengage in such businesses. Nothing herein The foregoing shall not prohibit Executive from being owning directly or indirectly capital stock or similar securities that are listed on a passive owner securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than two percent (2%) of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in business competing with the business of such corporationthe Company. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries to leave the employ of the Company or any such subsidiary, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or Employment Period, (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, Company or any of its subsidiaries to cease doing business with the Company or any such subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any such subsidiary. (c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in paragraph 7 are reasonable. (d) In the event of the breach or threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other than rights and remedies existing in connection with ordinary course post-termination competitive activities undertaken as permitted its favor, may apply to the court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in Section 3C(a)order to enforce or prevent any violations of the provisions hereof.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has and shall become familiar familiar, with the Company’s and its subsidiaries’ trade secrets and with customer lists of and other Confidential Information confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services shall have been and will be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Company. (b) Executive has agreed agrees that during the Employment Period and continuing for the later a period of (i) twelve (12) months two years after termination of his employment with the Company, he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, engage in or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, any business then actively being conducted by the Company or any of its subsidiaries or affiliates. (c) Executive further agrees that during the Employment Period and (ii) for a period of two years after termination of his employment with the period during which the Severance PaymentCompany, if anyhe shall not in any manner, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own indirectly, induce or attempt to induce any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business employee of owning, operating, managing, any business that is competitive with the business which the Company or of any of its subsidiaries conducts at the time the Employment Period is terminated. or affiliates to quit or abandon his employ. (d) Nothing herein in this paragraph 8 shall prohibit Executive from being being: (i) a shareholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than two percent (2%) 5% of the outstanding stock equity securities of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business of such corporationcorporation or other entity. (be) During If, at the Employment Period and continuing time of enforcement of this paragraph, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the later of (i) twenty-four (24) months after termination of stated period, scope or area and that the Employment Period court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as area permitted in Section 3C(a)by law.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive’s employment with the Company he has and shall become familiar with the trade secrets of the Company (and/or to the Company’s parent and its subsidiaries’ trade secrets any subsidiaries and affiliated companies of the Company) and with other Confidential Information concerning the Company (and/or to the Company’s parent and any subsidiaries and affiliated companies of the Company), and that his Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesCompany. Therefore, Executive has agreed that agrees that: (a) during the Employment Period and continuing for the later of during either (i) the Severance Period, if Section 4(b) shall apply, or (ii) the twelve (12) months month period commencing on the day after termination of the Employment Period and (ii) the period during which the Severance Paymenta Separation, if anySection 4(b) shall not apply, is being paid pursuant to Section 2D(b) (as the “Noncompete Period”)case may be, to not Executive shall not, within the United States, directly or indirectly own any interest inown, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the businesses of the Company or its Subsidiaries or any business in which the Company or any of its subsidiaries conducts at Subsidiaries has entertained discussions or has requested and received information relating to the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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 acquisition of such corporation.business by the Company and the Subsidiaries prior to the Separation; (b) During during the Employment Period and continuing for the later a period of one (i1) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”)year thereafter, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiaries to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company and any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any Subsidiary within 180 days prior to the time during the twelve- (12) month period preceding such hiring; or employee was hired by Executive, (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company or any Subsidiary and with which the Company and any Subsidiary has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or any Subsidiary in the two-year period immediately preceding the Separation; (c) if, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law; (d) in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company and its affiliates, in addition and supplementary to other than rights and remedies existing in connection their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, Executive agrees that, in the event of an alleged breach or violation by Executive of this Section 7, the applicable period shall be tolled until such breach or violation has been duly cured; and (e) the provisions of this Section 7 are in consideration of: (i) employment with ordinary course post-termination competitive activities undertaken the Company and (ii) additional good and valuable consideration as permitted set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 3C(a)5, Section 6 and this Section 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company of the nonenforcement of Section 5, Section 6 and/or this Section 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. In addition, Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges and agrees that in during the course of his Executive’s employment with the Company he has and its Subsidiaries Executive shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. ThereforeSubsidiaries, and therefore, Executive has agreed that agrees that, during his or her employment with the Employment Period Company and continuing for the later a period of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) one year thereafter (the “Noncompete Non-Compete Period”; provided, that if Executive’s employment is terminated by the Company with Cause, the Non-Compete Period shall terminate on the date of such termination), to Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, advise, render services forfor (alone or in association with any person or entity), or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries operates or plan to operate. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Marshalls, ▇▇▇▇ Stores, ▇▇▇▇▇ Mart, Century 21, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Stores and Daffy Dan’s. (b) During the Employment Period and continuing for the later of (i) twentyNon-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Compete Period”), Executive shall not not, directly or indirectly through another indirectly, and shall ensure that any person or entity controlled by Executive does not, (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire hire, directly or through another person, any person (whether or not solicited) who was an employee executive of the Company or any of its subsidiaries Subsidiary at any time during within the twelve- (12) month one year period preceding such hiring; or before Executive’s termination from employment, (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than engage in connection or assist any person or entity in engaging in any Competing Business or in any way interfere with ordinary course post-the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (Executive understands that any person or entity that Executive contacted during the one year period prior to the date of Executive’s termination competitive of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company and its Subsidiaries as to whom the Company has a protectible proprietary interest) or (iv) make or solicit or encourage others to make or solicit directly or indirectly any defamatory statement or communication about the Company or any of its Subsidiaries or any of their respective businesses, products, services or activities undertaken as permitted in Section 3C(a(it being understood that such restriction shall not prohibit truthful testimony compelled by valid legal process).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has and shall become familiar familiar, with the Company’s and its subsidiaries’ trade secrets and with customer lists of and other Confidential Information confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services shall have been and will be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Company. (b) Executive has agreed agrees that during the Employment Period and continuing for two years thereafter he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, any business then actively being conducted by the later Company or any of its subsidiaries or affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates is then conducting such business (iwhether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period Executive may engage or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, any business activity which is not competitive with a business activity being conducted by the Company or any of its subsidiaries or affiliates at the time subsequent to the Employment Period Executive first engages or assists in such business activity (a "Non-competitive Business Activity"). (c) twelve (12) months after termination of Executive further agrees that during the Employment Period and for two years thereafter he shall not in any manner, directly or indirectly, (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to quit or abandon his employ, or any customer of the Company or of any of its subsidiaries or affiliates to quit or abandon its relationship, for any purpose whatsoever, or (ii) the period during in connection with any business to which the Severance Paymentfirst sentence of (b) above applies, if anyexcept where such activity constitutes a Non-competitive Business Activity, is being paid pursuant to Section 2D(b) (the “Noncompete Period”)call on, to not directly service, solicit or indirectly own otherwise do business with any interest in, manage, control, participate in, consult with, advise, render services for, then current or in any manner engage in the business prospective customer of owning, operating, managing, any business that is competitive with the business which the Company or of any of its subsidiaries conducts at the time the Employment Period is terminated. or affiliates. (d) Nothing herein in this paragraph 10 shall prohibit Executive from being being: (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than two percent (2%) % 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. (be) During If, at the Employment Period and continuing time of enforcement of this paragraph, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the later of (i) twenty-four (24) months after termination of stated period, scope or area and that the Employment Period court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as area permitted in Section 3C(a)by law.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) 12 months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) 24 months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) -month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with NQLLC or any of its subsidiaries he has and shall become familiar with the Company’s 's and its subsidiaries’ Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and Subsidiaries and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its subsidiaries. ThereforeSubsidiaries and therefore Executive agrees that, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) eighteen months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) thereafter (the “"Noncompete Period”"), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company or its Subsidiaries, as such businesses exist during the Employment Period or, as of the date of termination or expiration of the Employment Period, are contemplated to exist during the eighteen-month period following the date of termination or expiration of the Employment Period (the "Restricted Business") within any geographical area in which the Company or any of its subsidiaries conducts at Subsidiaries engage or plan to engage during the time eighteen-month period following the date of termination of the Employment Period is terminatedPeriod. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than two percent (2%) % 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 corporationcorporation or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or Subsidiary of a competitive business that does not engage in the Restricted Business (provided that services are provided only to such division or Subsidiary). (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during the twelve- (12) 18-month period preceding such hiring; immediately prior to the termination of the Employment Period or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiaries). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Executive from employing an individual (i) with the consent of the Company or (ii) who responded to general solicitations in publications or on websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at an employee of the Company or any of its Subsidiaries. In addition, nothing in this Agreement will prohibit the making of any truthful statements made by any Person in response to a lawful subpoena or legal proceeding or to enforce such Person's rights under this Agreement, or any other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)agreement between Executive, the Company and its Subsidiaries.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges and agrees that in during the course of his Executive’s employment with the Company he has and its Subsidiaries Executive shall become familiar familiar, and during Executive’s employment with the predecessors of the Company and its Subsidiaries, Executive has become familiar, with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. ThereforeSubsidiaries, and therefore, Executive has agreed that agrees that, during his or her employment with the Employment Period Company and continuing for the later a period of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) one year thereafter (the “Noncompete Non-Compete Period”; provided, that if Executive’s employment is terminated by the Company with Cause, the Non-Compete Period shall terminate on the date of such termination), to Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, advise, render services forfor (alone or in association with any person or entity), or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries operates or plan to operate. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Marshalls, ▇▇▇▇ Stores, ▇▇▇▇▇ Mart, Century 21, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Stores and Daffy Dan’s. (b) During the Employment Period and continuing for the later of (i) twentyNon-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Compete Period”), Executive shall not not, directly or indirectly through another indirectly, and shall ensure that any person or entity controlled by Executive does not, (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire hire, directly or through another person, any person (whether or not solicited) who was an employee executive of the Company or any of its subsidiaries Subsidiary at any time during within the twelve- (12) month one year period preceding such hiring; or before Executive’s termination from employment, (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than engage in connection or assist any person or entity in engaging in any Competing Business or in any way interfere with ordinary course post-the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (Executive understands that any person or entity that Executive contacted during the one year period prior to the date of Executive’s termination competitive of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company and its Subsidiaries as to whom the Company has a protectible proprietary interest) or (iv) make or solicit or encourage others to make or solicit directly or indirectly any defamatory statement or communication about the Company or any of its Subsidiaries or any of their respective businesses, products, services or activities undertaken as permitted in Section 3C(a(it being understood that such restriction shall not prohibit truthful testimony compelled by valid legal process).

Non-Compete, Non-Solicitation. (aA) In further consideration of the compensation to be paid to Executive you hereunder, Executive acknowledges whether under Article 4 or Paragraph 6(E), you acknowledge that in during the course of his your employment with the Company he has and its Subsidiaries you shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its predecessors and its Subsidiaries and that his your services shall be of special, unique and extraordinary value to the Company and its subsidiaries. ThereforeSubsidiaries, Executive has agreed that and therefore, you agree that, during the Employment Period time you are employed by the Company and continuing for the later a period of time equal to twenty-four (i) twelve (1224) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) thereafter (the “Noncompete Period”), to you shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company or its Subsidiaries, as such businesses exist or are in process during your employment on the date of the termination or expiration of your employment, within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive you from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has you have no active participation in the business of such corporation. (bB) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance PaymentNoncompete Period, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive you shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during the twelve- (12) month period preceding such hiring; your employment or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiaries). (C) If, at the time of enforcement of this Paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (D) In the event of the breach or a threatened breach by you of any of the provisions of this Paragraph 6, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by you of this Paragraph 6, the Noncompete Period shall be tolled until such breach or violation has been duly cured. You acknowledge that the restrictions contained in Paragraph 6 are reasonable and that you have been given the opportunity to review the provisions of this Agreement with legal counsel. (E) Absent a Change in Control of the Company, you shall be entitled, upon your Termination (unless such Termination is (i) by you other than for Good Reason; (ii) by the Company for Cause or because of your Disability; or (iii) because of your death or attainment of your Retirement Date), to those Company benefits to which you would otherwise be entitled; provided that you shall receive an amount of severance pay equal to no less than the amount set forth in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(aParagraph 4(A).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information concerning the Company and its subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed agrees that during the Employment Noncompete Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”as defined below), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company or its subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedengage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries subsidiary to leave the employ of the Company or such subsidiary, or in any way interfere with the relationship between the Company or any subsidiary and any employee thereof, (ii) hire any person who was an a key employee of the Company or any of its subsidiaries subsidiary at any time during the twelve- (12) month period preceding such hiring; Employment Period or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any subsidiary to cease doing business with the Company or such subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary. (c) If, at the time of enforcement of this Section 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this Section 6 are reasonable. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 6, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 6, the Noncompete Period shall be tolled until such breach or violation has been duly cured. (e) For the purposes of this Agreement, "Noncompete Period" shall mean (i) if Executive's employment is terminated during the Employment Period by the Company other than in connection for Cause or by Executive with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)Good Reason, a period continuing until the Expiration Date, or (ii) if Executive's employment is terminated during the Employment Period by the Company for Cause or by Executive without Good Reason, a period continuing until the second anniversary of the Expiration Date.

Non-Compete, Non-Solicitation. (a) In further consideration For a period of five (5) years commencing from the Closing Date, unless otherwise agreed by Purchaser in writing, Seller will not, and shall procure that none of its Affiliates will, establish or invest in any business operations located in the PRC (whether in the form of buying equity in such company, entering into a joint venture, or other similar transaction) for the purpose of engaging in flash assembly and testing in the PRC of any product identical with or substantially similar to the products being assembled or tested at the Company as of the compensation to be paid to Executive hereunder, Executive acknowledges that Closing. Nothing in the course foregoing restriction shall limit Seller’s or any of his employment its Affiliates’ ability to engage with the Company he has third party suppliers or contract manufacturers to provide flash assembly and test business to support Seller’s or any of its Affiliates’ business requirements, nor shall become familiar with the Companyit restrict Seller’s and or any of its subsidiariesAffiliates’ trade secrets and with other Confidential Information and that his services shall be of specialability to acquire, unique and extraordinary value to the Company and its subsidiaries. Thereforemerge with, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own any interest invest in, manage, control, participate in, consult form a joint venture with, advise, render services for, or in any manner engage in the otherwise consummate a business of owning, operating, managingcombination with, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being non-PRC company where a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the majority business of such corporationnon-PRC company and/or its subsidiaries does not consist of flash testing and assembly in the PRC. (b) During Other than the Employment Period Excluded Employees and continuing for such other Company Employees as agreed by the later of Parties in writing, (i) twenty-four Seller shall not, and shall procure that its Affiliates will not, (24x) months within three (3) years after termination the Closing Date, offer employment to any employee of the Employment Period and (ii) the period during which the Severance PaymentCompany, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee to leave the employment of the Company, except pursuant to a general advertisement or public solicitation which is not directed specifically to any such employee, (y) offer employment to or hire any employee of the Company, within one (1) year after his/her voluntary resignation as an employee of the Company, unless otherwise agreed by the Parties in writing, or (z) solicit any customer, any supplier or any third party having cooperative relationship with the Company to do business with any entity directly competing with the Company. Nothing in the foregoing restriction shall prevent Seller or any of its subsidiaries to leave the employ of Affiliates from hiring any employee whose employment has been terminated by the Company or such subsidiary, for any reason. (ii) hire Purchaser shall procure that the Company and its Subsidiaries (if any) will not, (x) within three (3) years after the Closing Date, offer employment to any person who was an employee of the Company Seller or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce Affiliate thereof, or attempt to induce any material customeremployee to leave the employment of Seller or such Affiliate, supplierexcept pursuant to a general advertisement or public solicitation which is not directed specifically to any such employee, licensee, licensor or other business relation (y) offer employment to or hire any employee of the CompanySeller or such Affiliate, its subsidiaries to cease doing business with within one (1) year after his/her voluntary resignation as an employee of Seller or such Affiliate, unless otherwise agreed by the Parties in writing. Nothing in the foregoing restriction shall prevent the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)and its Subsidiaries (if any) from hiring any employee whose employment has been terminated by Seller and its Affiliates for any reason.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive's employment with the Company he has and shall Executive will become familiar with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information confidential information concerning the Company and its predecessors and that his Executive's services shall have been and will be of special, unique and extraordinary value to the Company and its subsidiariesCompany. Therefore, Executive has agreed that agrees that, during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) two years thereafter (the “"Noncompete Period”"), to Executive shall not directly or indirectly own any interest inown, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, (ii) hire or in any person who was an employee of way interfere with the relationship between the Company or any of its subsidiaries at Subsidiary and any time during the twelve- (12) month period preceding such hiring; employee thereof or (iiiii) induce or attempt to induce any material customer, supplier, licensee, licensor licensee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary. (c) If, at the time of enforcement of this paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 6, the Company, in addition and supplementary to other than rights and remedies existing in connection with ordinary course post-termination competitive activities undertaken as permitted its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in Section 3C(aorder to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that in the course of his Executive’s employment with the Company he has Adtalem, Executive has, and shall will continue to, become familiar with the Company’s Adtalem's Confidential Information, methods of doing business, business plans and other valuable proprietary information concerning Adtalem, its subsidiaries’ trade secrets Affiliates, and with other Confidential Information their customers and suppliers and that his Executive’s services shall have been and will be of special, unique and extraordinary value to the Company Adtalem and its subsidiariesAffiliates. ThereforeThe Executive agrees that, Executive has agreed that during the Employment Period and continuing for the later of for, as applicable, (i) eighteen (18) months thereafter, regardless of the reason for the termination of Executive's employment other than under Section 9(a) above or (ii) twenty-four (24) months in the event of a termination under Section 9(a) above (the "Restricted Period"), the Executive will not, directly or indirectly, anywhere in the Restricted Area: (i) own, manage, operate, or participate in the ownership, management, operation, or control of, or be employed by, any entity which is in competition with the Business of Adtalem or its Affiliates in which the Executive would hold a position with responsibilities that are entirely or substantially similar to any position the Executive held during the last twelve (12) months after termination of the Employment Period Executive’s employment with Adtalem or in which the Executive would have responsibility for and access to confidential information that is similar to or relevant to that which the Executive had access to during the last twelve (12) months of the Executive’s employment with Adtalem; or (ii) the period during which the Severance Payment, if any, is being paid pursuant provide services to Section 2D(b) (the “Noncompete Period”), to not directly any person or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or entity that engages in any manner engage in the business of owning, operating, managing, any business that is similar to, or competitive with the business which the Company Adtalem or its subsidiaries conducts at Affiliates’ Business if doing so would require the time the Employment Period is terminatedExecutive to use or disclose Adtalem’s Confidential Information. Nothing herein shall will prohibit the Executive from being a passive owner of not more than two one percent (21%) of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. (b) During the Employment Period and continuing for Restricted Period, the later of Executive will not, directly or indirectly, in any manner: (i) twenty-four hire or engage, or recruit, solicit or otherwise attempt to employ or retain any individual who is or was an employee of or consultant to Adtalem or its Affiliates within the twelve (2412) months after month period immediately preceding the termination of the Employment Period and Executive's employment, (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any individual who is or was an employee of, or consultant to, Adtalem or its Affiliates within the twelve (12) month period immediately preceding the termination of the Company or any of its subsidiaries Executive's employment, to leave the employ of Adtalem or the Company relevant Affiliates, or such subsidiaryin any way interfere with the relationship between Adtalem, its Affiliates and any of their employees or consultants, or (iiiii) hire recommend the hiring of, or provide a reference for any person individual who was an employee of or consultant to Adtalem or its Affiliates (provided, however that the Company Executive may hire former employees and individual consultants to Adtalem and its Affiliates after such former employees or individual consultants have ceased to be employed or otherwise engaged by Adtalem or its Affiliates for a period of at least twelve (12) months). (c) During the Restricted Period, the Executive will not, directly or indirectly: (i) call on, solicit or service any Customer with the intent of selling or attempting to sell any service or product similar to, or competitive with, the services or products sold by Adtalem or its Affiliates as of the date of the termination of Executive's employment, or (ii) in any way interfere with the relationship between Adtalem, its Affiliates and any Customer, supplier, licensee or other business relation (or any prospective Customer, supplier, licensee or other business relationship) of Adtalem or its Affiliates (including, without limitation, by making any negative or disparaging statements or communications regarding Adtalem, its Affiliates or any of its subsidiaries their operations, officers, directors or investors). This non-solicitation provision applies to those Customers, suppliers, licensees or other business relationships of Adtalem with whom the Executive: (1) has had contact or has solicited at any time in the twelve (12) month period of time preceding the termination of the Executive's employment; (2) has supervised the services of any of Adtalem's or Affiliates’ employees who have had any contact with or have solicited at any time during the twelve- twelve (12) month period of time preceding such hiringthe termination of Executive's employment; or (iii3) induce or attempt has had access to induce any material customerConfidential Information about such Customers, suppliersuppliers, licensee, licensor licensees or other business relation relationships at any time during the twelve (12) month period of time preceding the termination of Executive’s employment. (d) The Executive acknowledges and agrees that the restrictions contained in this Section 13 with respect to time, geographical area and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of Adtalem and its Affiliates. In particular, the Executive agrees and acknowledges that Adtalem is currently engaging in Business and actively marketing its services and products throughout the Restricted Area, that Executive's duties and responsibilities for Adtalem and/or its Affiliates are co-extensive with the entire scope of Adtalem's Business, that Adtalem has spent significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and that such methods, technology, customer lists, customer relationships and trade secrets have significant value. However, if, at the time of enforcement of this Section 13, a court holds that the duration, geographical area or scope of activity restrictions stated herein are unreasonable under circumstances then existing or impose a greater restraint than is necessary to protect the goodwill and other business interests of Adtalem and its Affiliates, the Parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law, in all cases giving effect to the intent of the Companyparties that the restrictions contained herein be given effect to the broadest extent possible. The existence of any claim or cause of action by the Executive against Adtalem, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by Adtalem of the provisions of Sections 10, 11, 12 or this Section 13, which Sections will be enforceable notwithstanding the existence of any breach by Adtalem. Notwithstanding the foregoing, the Executive will not be prohibited from pursuing such claims or causes of action against Adtalem. The Executive consents to Adtalem notifying any future employer of the Executive of the Executive's obligations under Sections 10, 11, 12 and this Section 13 of this Agreement. (e) In the event of the breach or a threatened breach by the Executive of any of the provisions of Sections 10, 11, 12 or this Section 13, Adtalem, in addition and supplementary to any other rights and remedies existing in its subsidiaries favor, will be entitled to cease doing business seek specific performance and/or injunctive or other equitable relief (in the form of a temporary restraining order, preliminary injunction and/or permanent injunction) from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof. (f) Upon the Executive’s written request, the CEO may, in the CEO’s sole discretion, permit the Executive to engage in certain work or activity that is otherwise prohibited by this Agreement, if and only if the Executive first provides the CEO with written evidence satisfactory to the Company CEO, including assurances from any new employer of the Executive, that the contribution of Executive’s knowledge to that work or activity will not cause the Executive to disclose, base judgment upon, or use Adtalem’s trade secrets or other Confidential Information. The Executive shall not engage in such subsidiary, other than work or activity unless and until the Executive receives written consent from the CEO. (g) Neither the CEO’s consent under Section 13(f) nor Adtalem’s failure to seek enforcement of any restrictive covenant under this Agreement shall be deemed a consent or waiver by Adtalem of any subsequent breach of this Agreement by the Executive and Adtalem shall have the right to seek enforcement of this Agreement against the Executive for any breach not specifically consented to in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)writing by the CEO or Adtalem.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation purchase by Buyer of the Purchased Assets and the Business as contemplated hereby and the mutual covenants provided for herein and to be paid to Executive hereundermore effectively protect the value and goodwill of the Purchased Assets and the Business so sold, Executive acknowledges that in Seller hereby covenants and agrees that, from and after the course Closing Date and for a period ending on the fifth (5th) anniversary of his employment with the Company he has Closing Date, Seller shall not and shall become familiar with the Company’s and cause its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of Affiliates not to: (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own any interest engage in, or prepare or attempt to enter into or engage in, own, manage, operate, assist, control, participate in, consult with, advise, render perform services for, sell materials to, develop products for, or otherwise carry on or have any interest (financial or otherwise) in any manner engage Third Party that is engaged in the business of owningBusiness or that develops, operatingdesigns, managingmanufactures (directly or through a Third Party), any business distributes (directly or through a Third Party), promotes or sells eyecare products that is competitive compete, directly or indirectly, with the business which Products or the Company Business anywhere in the United States or anywhere outside of the United States where the Products are offered for sale, or contemplated to be offered for sale, as of the Closing Date; provided, however, that nothing in this Section 6.05(a)(i) will preclude Seller or any of its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive Affiliates from being a passive owner of acquiring or holding not more than two percent (2%) 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 equity securities of such any publicly-traded corporation.; (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment(A) solicit, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to persuade, solicit or induce any employee of the Company Person who is, or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries has been at any time during the twelve- twelve (12) month period preceding such hiring; or (iii) induce or attempt immediately prior to induce any material customerthe Closing, a distributor, supplier, licenseecustomer, licensor contractor, licensor, licensee or other business relation of the Company, its subsidiaries Business to cease doing business with, or to alter or limit its business relationship with, Buyer or any of its Affiliates or the Business; or (iii) take any actions calculated to persuade any employee, independent contractor, consultant, representative or agent of the Business (as operated by Buyer and its Affiliates following the Closing) to terminate his, her or its association with Buyer or any of its Affiliates or hire, solicit or otherwise retain the Company services of any employee, independent contractor, consultant, representative or agent of the Business (as operated by Buyer and its Affiliates following the Closing), whether on a full-time basis, part-time basis or otherwise and whether as an employee, independent contractor, consultant, advisor or in another capacity, who is acting in such capacity or has acted in such capacity in the twelve (12) month period immediately prior to the Closing or such subsidiaryproposed date of hire or retention (provided that this clause (ii) shall not (A) apply to any independent contractor, other than in connection with ordinary course post-termination competitive activities undertaken consultant, representative or agent that provides services or is otherwise engaged by Seller relating solely to the Excluded Assets or Seller’s Continuing Business and its products after the Closing or (B) preclude the solicitation, hiring or retention of any such employee, independent contractor, consultant, representative or agent whose employment or engagement was terminated by Buyer and its Affiliates at least one hundred eighty (180) days prior to such solicitation or hiring or (C) general solicitations that are not targeted specifically at any employee, independent contractor, consultant, representative or agent of the Business, so long as permitted in Section 3C(aSeller does not hire such Person who responds to such general solicitation or general advertisement). (b) If Seller or any of its Affiliates violates any of its obligations under this Section 6.05, Buyer may proceed against it in law or in equity for such damages or other relief as a court of competent jurisdiction may deem appropriate. Each Party acknowledges and agrees that a violation of this Section 6.05 will cause Buyer and its Affiliates irreparable harm which will not be adequately compensated for by money damages. Seller therefore agrees that in the event of any actual or threatened violation of this Section 6.05, Buyer shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against Seller or any of its Affiliates to prevent any violations of this Section 6.05, without the necessity of posting a bond. The prevailing party in any Action commenced under this Section 6.05 shall also be entitled to receive reasonable attorneys’ fees and court costs with respect to such Action. (c) Seller hereby acknowledges that it will receive an immediate and direct benefit on the Closing Date from the consummation of the Transactions, including the receipt of significant monetary proceeds as a direct result of such transactions. The Parties hereto agree that the covenants set forth in this Section 6.05 are reasonable with respect to their duration, geographical area, and scope. It is the intent and understanding of each Party hereto that if, in any Action before any court or other Governmental Authority legally empowered to enforce this Section 6.05, any term, restriction, covenant or promise in this Section 6.05 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such court or other Governmental Authority.

Non-Compete, Non-Solicitation. (a) In further consideration of Executive acknowledges and agrees that should Executive depart the compensation to be paid to Executive hereunderCompany and become engaged by a competitor within a one (1) year period following his departure, Executive would by necessity utilize and rely upon the extensive proprietary information, Confidential Information and trade secrets, related to the business, that Executive was required to know, and use, on a day-to-day basis while employed by the Company. Executive also acknowledges that in during the course of his employment with the Company and its Subsidiaries he has and shall become intimately familiar with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period and continuing for the later of one (i1) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) year thereafter (the “"Noncompete Period”"), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in the business of owning, operating, managingin, any business that is competitive or entity competing with the business businesses of the Company or its Subsidiaries as such businesses exist or are in process during the Employment Period or on the date of the termination of the Employment Period, within any geographical area in which the Company or its subsidiaries conducts Subsidiaries engage in such business or actively plan to engage in such businesses at the time of Executive's departure from the Employment Period is terminatedCompany. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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. For purposes of this Agreement, competitors of the Company shall include, but not be limited to, the companies listed in Exhibit D hereto. (b) During In addition, during the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during the twelve- (12) month period preceding such hiring; Employment Period or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary with whom Executive had any material contact while employed by the Company to cease doing business with the Company or such subsidiarySubsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary. During and after the Employment Period, Executive shall not directly or indirectly through another person or entity disparage, criticize, defame, slander or otherwise make any negative statements or communications regarding the Company or its Subsidiaries or affiliates or their respective past and present investors, officers, directors or employees.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has and shall become familiar familiar, with the Company’s and its subsidiaries’ trade secrets and with customer lists of and other Confidential Information confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services shall have been and will be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Company. (b) Executive has agreed agrees that during the Employment Period and continuing for the later a period of (i) twelve (12) months two years after termination of his employment with the Company, he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, shareholder, investor or employee of or in any other corporation or enterprise or otherwise, engage in or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, any business then actively being conducted by the Company or any of its subsidiaries or affiliates. (c) Executive further agrees that during the Employment Period and (ii) for a period of two years after termination of his employment with the period during which the Severance PaymentCompany, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage manner, (d) Nothing in the business of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein this paragraph 8 shall prohibit Executive from being being: (i) a shareholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than two percent (2%) 5% of the outstanding stock equity securities of any class of a corporation or other entity which is publicly traded, so long as Executive has no active participation in the business of such corporationcorporation or other entity. (be) During If, at the Employment Period and continuing time of enforcement of this paragraph, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the later of (i) twenty-four (24) months after termination of stated period, scope or area and that the Employment Period court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as area permitted in Section 3C(a)by law.

Non-Compete, Non-Solicitation. (aA) In further consideration For a period of four (4) years commencing on the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) Closing Date (the “Noncompete Restricted Period”), to the Restricted Parties shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Business (the “Restricted Business”) in North America (the “Territory”), (ii) have an interest in any Person that engages directly or indirectly own in the Restricted Business in the Territory in any interest incapacity, manageincluding as a partner, controlshareholder, participate inmember, consult withemployee, adviseprincipal, render services foragent, trustee or consultant, or (iii) intentionally interfere in any manner engage in the business of owning, operating, managing, any business that is competitive material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company, on the one hand, and any customers, dealers or suppliers of the Company, on the other hand. Notwithstanding the foregoing, each of the Restricted Parties may own, directly or indirectly, (1) equity in National Composites LLC, a Michigan limited liability company, and (2) solely as an investment, equity securities of any Person traded on any national securities exchange if such Seller is not a controlling Person of, or a member of a group which the Company controls, such Person and does not, directly or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two indirectly, own five percent (25%) of the outstanding stock or more of any class of a corporation which is publicly tradedequity securities of such Person. The manufacture or sale of raw materials, so long as Executive has no active participation parts or components to businesses engaged in the business Business by National Composites LLC, a Michigan limited liability company, is not considered “assisting others in engaging in the Business” for purposes of such corporationthe definition of “Restricted Business.” (bB) During the Employment Period Restricted Period, Sellers shall not, and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not permit any of their respective Affiliates to, directly or indirectly through another entity (i) induce indirectly, hire or attempt to induce solicit any employee of the Company or encourage any such employee to leave such employment or hire any such employee who has left such employment, except for solicitation pursuant to a general solicitation which is not directed specifically to any such employees, provided that the Company and its Affiliates may not hire any such employee as a result of such solicitation; provided, however, that nothing in this Section 6.9(B) shall prevent any Seller or any of its subsidiaries their Affiliates from soliciting or hiring (i) any employee whose employment has been terminated by the Company or Buyer, or (ii) any time following the end of the Restricted Period or, if sooner, after one (1) year from the date of termination of employment, any employee whose employment has been terminated by the employee, or (iii) the employees set forth on Section 6.9(B) of the Disclosure Schedules, under the conditions set forth therein. (C) During the Restricted Period, Sellers shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, solicit or entice, or attempt to leave the employ solicit or entice, any clients, dealers or customers of the Company or such subsidiarypotential clients, (ii) hire any person who was an employee dealers or customers of the Company for purposes of diverting their business or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation services from of the Company. (D) Each Seller acknowledges that a breach or threatened breach of this Section 6.9 would give rise to irreparable harm to Buyer, its subsidiaries for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such Seller of any such obligations, Buyer shall, in addition to cease doing business with the Company or any and all other rights and remedies that may be available to it in respect of such subsidiarybreach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(arelief that may be available from a court of competent jurisdiction (without any requirement to post bond). (E) The Sellers acknowledge that the restrictions contained in this Section 6.9 are reasonable (notwithstanding the fact that the terms of this Agreement or the Ancillary Documents could restrict him or her from earning income in the field in which he or she currently practices) and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.9 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 6.9 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation Executive Units to be paid sold to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he shall become familiar, and he has and shall become familiar familiar, with the Company’s 's and its subsidiaries’ Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its predecessors and its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed that during agrees that, until the Employment Period Termination Date and continuing for two years thereafter or earlier upon the later date of (i) twelve (12) months after termination a repurchase of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid Executive's Executive Units pursuant to Section 2D(b) 2 thereof (the “"Noncompete Period”"), to he shall not directly or ----------------- indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business involved in the business of owning, operating, managing, any business that is competitive crane and other lifting equipment rentals or competing with the business businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during before the twelve- (12) month period preceding such hiring; Termination Date or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(athe relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with USAuto and the Company he has and shall will become familiar with the Company’s and its subsidiaries’ trade secrets of the Company, USAuto and their respective Subsidiaries and with other Confidential Information concerning the Company, USAuto and their respective Subsidiaries and that his services shall have been and will be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed that agrees that: (a) during the Employment Period and continuing for the period commencing with the Separation and continuing until the later of (i) twelve (12) months after termination to occur of the Employment Period second anniversary of the Separation and (ii) the period during which fifth anniversary of the Severance Payment, if any, is being paid pursuant to Section 2D(b) date hereof (the “Noncompete Period”"NONCOMPETE PERIOD"), to not Executive shall not, within the United States, directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with involved in the business which development, marketing, retail sale, administration or underwriting of non-standard automobile insurance programs anywhere in the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing United States; PROVIDED that nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 5% of the outstanding stock equity interests of any class of a corporation which is publicly tradedcorporation, partnership, limited liability company, or other entity, so long as Executive has no active participation in the business of such corporation.entity; (b) During during the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not not, other than in the course of performing his duties on behalf of the Company while an officer thereof, directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiaries, other than a member of Executive's family, to leave the employ of the Company or such subsidiaryany of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person person, other than a member of Executive's family, who was an employee of the Company or any of its subsidiaries Subsidiaries at any time during the twelve- (12) month one-year period immediately preceding such hiring; or the Separation, (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensee or other business relation of the Company, Company or any of its subsidiaries Subsidiaries to cease doing business with the Company or any of its Subsidiaries, or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company or any of its Subsidiaries and with which the Company or any of its Subsidiaries has entertained discussions, or has requested and received information, relating to the acquisition of such subsidiarybusiness by the Company or any Subsidiary in the two-year period immediately preceding the Separation; (c) if, at the time of enforcement of this SECTION 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law; (d) in the event of the breach or a threatened breach by Executive of any of the provisions of this SECTION 7, the Company and its Subsidiaries, in addition and supplementary to other than rights and remedies existing in connection their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, Executive agrees that, in the event of a breach or violation by Executive of this SECTION 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured; and (e) the provisions of this SECTION 7 are in consideration of: (i) employment with ordinary course postthe Company and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in SECTION 5, SECTION 6 and this SECTION 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive's ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company of the non-termination competitive activities undertaken enforcement of SECTION 5, SECTION 6 and/or this SECTION 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. In addition, Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord as permitted to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company now existing or to be developed in Section 3C(a)the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation Restricted Shares, the Participant agrees and covenants not to: (i) Contribute his or her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to be paid to Executive hereunder, Executive acknowledges that an entity engaged in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to same or similar business as the Company and its subsidiaries. ThereforeRelated Entities, Executive has agreed that during as such business may be expanded from time to time, for a period of two years following the Employment Period and continuing for the later of (i) twelve (12) months after Participant’s termination of employment; provided that nothing in this Section 9 shall prohibit the Employment Period and ownership of less than five percent (5%) of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or listed with the Nasdaq Stock Market; (ii) the period during which the Severance PaymentDirectly or indirectly, if anysolicit, is being paid pursuant hire, recruit, attempt to Section 2D(b) (the “Noncompete Period”), to not directly hire or indirectly own any interest in, manage, control, participate in, consult with, advise, render services forrecruit, or in induce the termination of employment of any manner engage in the business employee of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at Related Entities for two years following the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner Participant’s termination of not more than two percent (2%) 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.employment; or (biii) During the Employment Period Directly or indirectly, solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax, and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”instant message), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee contact or meet with the current, former, or prospective customers of the Company or any of its subsidiaries Related Entities for purposes of offering or accepting goods or services similar to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of competitive with those offered by the Company or any of its subsidiaries at Related Entities for a period of two years following the Participant’s termination of employment. (b) If the Participant breaches any time during of the twelve- covenants set forth in Section 9(a): (12i) month period preceding such hiringAll Restricted Shares (including any Net Restricted Shares) shall be immediately forfeited; and (ii) the Participant hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor permanent injunction or other business relation equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief. (c) If the Participant has agreed to a non-compete and/or a non-solicitation provision in any other contract or agreement with the Company, its subsidiaries to cease doing business with then the Company or may choose to enforce any other non-compete and/or non-solicitation provision to which the Participant is bound to the extent such subsidiary, other provision provides greater restrictions than those provided in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)Sections 9(a) and 9(b) herein.

Non-Compete, Non-Solicitation. (a) In further consideration of The Undersigned agrees that during the compensation to be paid to Executive hereunder, Executive acknowledges that in period the course of his employment Undersigned is employed by or otherwise associated with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be for a period of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination thereafter, the Undersigned will not, without the prior written consent of the Employment Period Company, directly or indirectly, engage in any of the following actions: a. Render services, advice, or assistance to any corporation, person, organization or other entity which engages in the marketing, selling, production, design or development of any concepts, products or services which are in competition with the Company in an area in which the Undersigned has performed work, has been provided information about, or has had access to (including products, goods, services or procedures currently being researched or under development by the Company), or engage in any such activities in any capacity whatsoever, directly or indirectly, alone or with another person or entity, including, without limitation, as an employee, a team member, independent contractor, consultant, advisor, officer, director, manager, beneficial owner, partner, member or greater than 3% shareholder. The restrictions contained in this Section 7 will not prevent the Undersigned from becoming employed with or providing consulting services to a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company, but only if: (i) the Company first receives written assurances from the prospective employer and the Undersigned, satisfactory to the Company in its reasonable discretion, confirming that the Undersigned will render no services, directly or indirectly, to any divisions or business units that compete with the business of the Company and (ii) the period during which Company’s Chief Executive Officer gives written approval for the Severance PaymentUndersigned to provide the proposed employment or consulting services. By signing this Agreement, if any, is being paid pursuant to Section 2D(b) (Employee acknowledges and agrees that should the “Noncompete Period”), to not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive Undersigned’s employment with the business which Company end, the Company or its subsidiaries conducts at restrictions on the time Undersigned’s activities referenced in this Agreement will not prevent the Employment Period is terminated. Nothing herein shall prohibit Executive Undersigned from being earning a passive owner of not more than two percent (2%) 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 corporationliving. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Paymentb. Induce, if anysolicit, is being paid pursuant endeavor to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce entice or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, vendor, licensee, licensor or other business relation and the Company. c. Induce, solicit, hire, encourage, endeavor to entice or attempt to induce any team member of the Company to leave the employ of the Company, or to work for, render services or provide advice to or supply confidential business information or trade secrets of the Company to any third person or entity, or to in any way interfere adversely with the relationship between any such subsidiaryteam member and the Company. If the Undersigned is approached by a team member regarding potential employment at a new employer, other than the Undersigned will inform the team member of this non-solicitation obligation and refrain from engaging in connection any communication with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)the team member regarding such opportunities.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company or any of its Subsidiaries or Affiliates, or their predecessors or successors, he has been or will be given access to and shall has or will become familiar with the Company’s and its subsidiaries’ their trade secrets and with other Confidential Information Information, and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries or Affiliates. Therefore, and in further consideration of the compensation to be paid to Executive has agreed that during hereunder and in connection with his employment (including all stock options and equity grants), and to protect the Employment Period Company’s and continuing for its Subsidiaries’ and Affiliates’ Confidential Information, business interests and goodwill, Executive agrees as follows: (a) During the later term of (i) twelve (12) months after termination his employment with the Company or its Subsidiaries or Affiliates, including employment following the expiration of the Employment Period Period, and (ii) the period during which the Severance Paymentfor one year thereafter, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to Executive shall not directly or indirectly own any interest in, manage, control, participate inin (whether as an owner, officer, director, manager, employee, partner, agent, representative or otherwise), consult with, advise, render services for, become employed by, or in any other manner engage in the business of owning, operating, managing, any business that is competitive directly or indirectly relating to the businesses of the Company or its Subsidiaries or Affiliates, as such businesses exist or are in process during the term of Executive’s employment with the business Company or its Subsidiaries or Affiliates and on the date of the termination or expiration of the Executive’s employment with the Company or any of its Subsidiaries or Affiliates within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries or Affiliates engage or have immediate plans to engage in such businesses, including North America. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later For a period of (i) twenty-four (24) months one year after termination of the Executive’s employment with the Company or its Subsidiaries or Affiliates, including employment following the expiration of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any officer, employee or consultant of the Company or any of its subsidiaries Subsidiaries or Affiliates to leave the employ of the Company or such subsidiarySubsidiary or Affiliate, or in any way interfere with the relationship between the Company or any of its Subsidiaries or Affiliates and any officer, employee or consultant thereof, (ii) hire any person who was an employee officer or employee, or was a consultant devoting more than fifty percent (50%) of his or her time to the Company during any one of the previous twelve (12) months prior to Executive’s termination of employment, of the Company or its Subsidiaries or Affiliates at any time during the twelve-month period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the parties so as to avoid any disputes under this Section 7(b) that any such hiring within such twelve-month period is in violation of clause (i) above), or (iii) for the purposes of competing with the Company (including by selling competitive products), call on, solicit or provide any products or services to any customer, supplier, distributor, licensee, licensor, franchisee or other business relation of the Company or any of its subsidiaries Subsidiaries or Affiliates (including any Person that was a customer, supplier or other potential business relation of the Company or any of its Subsidiaries or Affiliates at any time during the twelve- (12) twelve-month period preceding immediately prior to such hiring; call, solicitation or (iii) service), induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries such Person to cease doing business with the Company or its Subsidiaries or Affiliates, or in any way interfere with the relationship between any such subsidiarycustomer, supplier, distributor, licensee, licensor, franchisee or other than business relation and the Company or any of its Subsidiaries or Affiliates (including, without limitation, making any negative or disparaging statements or communications regarding the Company or any of its Subsidiaries or Affiliates). (c) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company and its Subsidiaries or Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an executive of the Company and as otherwise provided hereunder to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. Executive acknowledges that the Company’s and its Subsidiaries’ and Affiliates’ businesses have been conducted throughout North America and that the geographic restrictions and time periods, as well as all other restrictions and covenants in this Section 7 are reasonable and necessary, and supported by good and valuable consideration, in order to protect the goodwill of the Company’s and its Subsidiaries’ and Affiliates’ businesses, and that Executive has reviewed the provisions of this Agreement with his legal counsel. The Executive shall inform any prospective or future employer of any and all restrictions contained in this Agreement and provide such employer with a copy of such restrictions (but no other terms of this Agreement), prior to the commencement of that employment. (d) If, at the time of enforcement of this Section 7, a court or arbitrator shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company (and/or its Subsidiaries or Affiliates), in addition and supplementary to other rights and remedies existing in its (or their) favor, shall be entitled to specific performance of this Section 7, including temporary, preliminary and/or permanent injunctive or other equitable relief from a court of competent jurisdiction in order to stop and/or prevent any violations of the provisions hereof (without posting a bond or other security), and shall also be entitled to require the Executive to account for and pay over to the Company (and/or its Subsidiaries or Affiliates) all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of the covenants contained herein, and shall also be entitled to require Executive to repay any severance, gains on equity (including stock options) and other compensation and forfeit all equity (including stock options) paid or issued by the Company, or its Subsidiaries or their Affiliates in connection with ordinary course post-termination competitive activities undertaken as permitted Executive’s employment after the date hereof. In addition, in the event of an alleged breach or violation by Executive of this Section 3C(a)7, the restricted periods set forth in this Section 7 shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information concerning the Company and its subsidiaries and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) thereafter (the “Noncompete "Non-compete Period”"), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business competing with the business of owningthe Company or any of its subsidiaries, operatingas such businesses exist or are in process at any time during the period beginning on the date hereof and ending on the date of the termination of Executive's employment, managing, within any business that is competitive with the business geographical area in which the Company or its subsidiaries conducts at engage in such businesses, which shall include the time geographical area in which the Employment Period is terminated. Nothing herein Company's customers are located.. The foregoing shall not prohibit Executive from being owning directly or indirectly capital stock or similar securities that are listed on a passive owner securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than two percent (2%) of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in business competing with the business of such corporationthe Company. (b) During the Employment Period and continuing for the later of (i) twentyNon-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation compete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries to leave the employ of the Company or any such subsidiary, (ii) hire or in any person who was an employee of way interfere with the relationship between the Company or any of its subsidiaries at and any time during the twelve- (12) month period preceding such hiring; employee thereof, or (iiiii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, Company or any of its subsidiaries to cease doing business with the Company or any such subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any such subsidiary. (c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in paragraph 7 are reasonable. (d) In the event of the breach or threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other than rights and remedies existing in connection with ordinary course post-termination competitive activities undertaken as permitted its favor, may apply to the court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in Section 3C(a)order to enforce or prevent any violations of the provisions hereof.

Non-Compete, Non-Solicitation. (ai) In further consideration of the compensation to be paid to Executive Assistant hereunder, Executive the Confidential Information to be provided to Assistant hereunder, the other obligations owed by the Company to the Assistant under this Agreement, and the benefits to be received by Assistant pursuant to the Merger Agreement and the Exchange Agreement (x) Assistant acknowledges that that, in the course of his employment with the Company and its Subsidiaries (and its predecessors), he has has, and shall will continue to, become familiar with the Company’s and its subsidiariesSubsidiaries’ trade secrets secrets, methods of doing business, business plans and with other valuable Confidential Information concerning the Company and its Subsidiaries and their Clients and suppliers and that his services shall have been and will be of special, unique and extraordinary value to the Company and its subsidiaries. ThereforeSubsidiaries and (y) Assistant agrees that, Executive has agreed that during so long as Assistant is employed by the Employment Period Company or any subsidiary thereof, and continuing for the later of two (i2) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) years thereafter (the “Noncompete Restricted Period”), to Assistant will not directly or indirectly, anywhere in the Applicable Area (whether on his own account, or as an employee, consultant, agent, partner, manager, joint venturer, owner, operator or officer of any other Person, or in any other capacity): (A) act in a capacity, or provide services, similar to those that Assistant acted in or provided for the Company or any of its Subsidiaries, for any business that is the same as the Business; (B) act in a capacity, or provide services, similar to those that Assistant acted in or provided for the Company or any of its Subsidiaries, for any business that directly or indirectly own competes with the Business; (C) act in a capacity, or provide services, similar to those that Assistant acted in or provided for the Company of any interest inof its Subsidiaries, for any business that directly or indirectly competes with any other business conducted by the Company or any of its affiliates during the Employment Period; (D) supervise, manage or oversee others engaging in any of the activities described above; act in a capacity or provide services in which it is likely that Assistant will disclose or use the Company’s Confidential Information; engage in the Business or manage, control, participate in, provide financing to, consult with, advise, or render services for, or any other Person that engages in the Business; otherwise engage in any manner engage in the business of owningbusiness, operating, managing, any business venture or activity that is competitive with the business which Business; or own any interest in, consult with, render services to or otherwise assist any Person that does any of the Company or its subsidiaries conducts at the time the Employment Period is terminated. foregoing. (ii) Nothing herein shall will (A) prohibit Executive the Assistant from being a passive owner of not more than two percent (2%) 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive the Assistant has no active participation in the business of such corporation; or (B) prohibit the Assistant from performing services solely as a surgical assistant to those surgeons that request the Assistant to serve (so long as Assistant does not engage in any of the other activities prohibited by this Agreement). In addition, if Assistant desires to engage in an activity that Assistant believes may breach this Section 4(d) Assistant shall provide to the Board a written description of such activity and the circumstances under which such activities will be performed. Assistant shall not be in breach of this Section 4(d) if, after reviewing such information, the Board of Directors, in its sole discretion, approves such activity in writing (“Permitted Activities”), provided that if the type or scope of such activities (or the circumstances under which such activities are performed) change or are different from the type or scope of such activities approved in writing by the Board then such activities will no longer be Permitted Activities unless the Board of Directors again approves such activities in writing. (biii) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance PaymentRestricted Period, if anyAssistant will not, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity indirectly, in any manner (iwhether on his own account, as an owner, operator, officer, director, partner, manager, Assistant, agent, contractor, consultant or otherwise): (A) hire or engage, or recruit, solicit or otherwise attempt to employ or retain or enter into any business relationship with, any individual who is or was an employee of or consultant to the Company or any of its Subsidiaries, (B) induce or attempt to induce any current or former employee of of, or consultant to, the Company or any of its subsidiaries Subsidiaries, to leave the employ of the Company or such subsidiaryany of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and their employees or consultants, (iiiii) hire recommend the hiring of, or provide a reference for any person who was an employee of or consultant to the Company or any of its subsidiaries Subsidiaries (provided, however that Assistant may hire former employees and consultants to the Company and Subsidiaries after such former employees or consultants have ceased to be employed or otherwise engaged by the Company or any of its Subsidiaries for a period of at least eighteen (18) months). (iv) During the Restricted Period, the Assistant will not, directly or indirectly, in any time during manner (whether for his own account, as an owner, operator, officer, director, partner, manager, employee, agent, contractor, consultant or otherwise): (A) call on, solicit or service any Client with the twelve- (12) month period preceding such hiring; intent of selling or attempting to sell any service or product similar to those offered by the Business, or (iiiB) induce in any way interfere with the relationship between the Company or attempt to induce any material customerof its Subsidiaries and any Client, supplier, licensee or other business relation (or any prospective Client, supplier, licensee, licensor healthcare provider network or other business relation relation) of the Company or any of its Subsidiaries (including, without limitation, by making any negative or disparaging statements or communications regarding the Company, or any of its Subsidiaries or any of its operations, officers, directors or investors). (v) Assistant acknowledges and agrees that the restrictions contained in this Section 4(d) with respect to time, geographical area, and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company and that Assistant has had the opportunity to review the provisions of this Agreement with his legal counsel. In particular, Assistant agrees and acknowledges that the Company is currently engaging in business and actively marketing its services and products throughout the Applicable Area, the Company expends significant time and effort developing and protecting the confidentiality of its methods of doing business, technology, Client lists, long term Client relationships and trade secrets and such methods, technology, Client lists, Client relationships and trade secrets have significant value. However, if, at the time of enforcement of this Section 4(d), a court holds that the duration, geographical area or scope of activity restrictions stated herein are unreasonable under circumstances then existing or impose a greater restraint than is necessary to protect the goodwill and other business interests of the Company, its subsidiaries the Parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed to cease doing business with revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law, in all cases giving effect to the intent of the parties that the restrictions contained herein be given effect to the broadest extent possible. The existence of any claim or cause of action by Assistant against the Company or any of its affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of the provisions of Sections 4(a), (b), (c) or this Section 4(d), which Sections will be enforceable notwithstanding the existence of any breach by the Company. Notwithstanding the foregoing, Assistant will not be prohibited from pursuing such subsidiaryclaims or causes of action against the Company. Assistant consents to the Company notifying any future employer of Assistant of Assistant’s obligations under Sections 4(a), (b), (c) or this Section 4(d) of this Agreement. (vi) In the event of the breach or a threatened breach by Assistant of any of the provisions of Sections 4(a), (b), (c) or this Section 4(d), the Company or any of its Subsidiaries, in addition and supplementary to any other than rights and remedies existing in its favor, will be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by the Assistant of this Section 4(d), the Restricted Period will be tolled until such breach or violation has been duly cured. (vii) If either party (A) brings any action or proceeding to enforce any provision of this Agreement or to obtain damages as a result of a breach of this Agreement or to enjoin any breach of this Agreement and (B) prevails in such action or proceeding, then the non-prevailing party will, in addition to any other rights and remedies available to the prevailing party, reimburse the prevailing party for any and all reasonable costs and expenses (including attorneys’ fees) incurred by the prevailing party in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)such action or proceeding.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his or her employment with the Company he or she has become and shall will become familiar with the Company’s and its subsidiaries’ trade secrets and with customer lists of and other Confidential Information confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his or her services shall have been and will be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Company. (b) Executive has agreed agrees that during the Employment Period and continuing for the later a period of (i) twelve (12) six months after termination of the Employment Period and (ii) the period during which the Severance Paymentthereafter he or she shall not in any manner, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own indirectly, through any interest inperson, managefirm or corporation, controlalone or as a member of a partnership or as an officer, participate indirector, consult withstockholder, adviseinvestor, render services for, employee or consultant of or in any manner other corporation or enterprise or otherwise, engage or be engaged in, or assist any other person, firm, corporation or enterprise in engaging or being engaged in, (1) the direct merchandising of clothing and associated products for men, women and children through selling channels consisting of mailings of catalogs directly to consumer and corporate and non-profit businesses as well as similar offerings through the Internet, (2) the direct merchandising of home textile products for bedrooms and bathrooms through selling channels consisting of mailings of catalogs directly to consumers as well as similar offerings through the Internet, (3) the operation of off-price liquidation outlet stores which have historically liquidated clothing and associated products below cost and are not intended to be a retail channel for profit, or (4) the collection, analysis and exchange of customer data relating to the business of owningactivities described in (1), operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii3) the period during above, in any case, in any geographic area in which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries or affiliates conducted such business at any time prior to leave the employ cessation of the Company Employment Period (whether through merchandising, creative or other catalog retailing activities, manufacturing or production, marketing to or soliciting customers or prospective customers or otherwise) (a "Competitive Activity"). Notwithstanding the foregoing, Executive may serve as an officer, employee or otherwise provide services to an entity that engages in Competitive Activities so long as (i) such subsidiaryentity also engages in activities that are not Competitive Activities, (ii) hire Executive does not provide, in any manner, whether directly or indirectly, any services in connection with any Competitive Activity, (iii) Executive's duties, responsibilities and authority do not relate to any Competitive Activity, and (iv) Executive has no control, directly or indirectly, over any employee, officer or other person who was an engages in any manner in any Competitive Activity and no employee, officer or other person who engages in a Competitive Activity reports directly or indirectly to Executive. (c) Executive further agrees that during the Employment Period and for two years thereafter he or she shall not in any manner, directly or indirectly, solicit any full time employee of the Company or of any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; to quit or (iii) induce abandon his or attempt to induce any material customer, supplier, licensee, licensor or other business relation of her employ with the Company, or any Customer of the Company or of any of its subsidiaries to cease doing business with quit or abandon its relationship, for any purpose whatsoever. For purposes of this Section 5(c), "Customer" shall mean any customer of the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)its subsidiaries who purchased at least $25,000 of goods or services from the Company and its subsidiaries during the two years prior to Executive's termination.

Non-Compete, Non-Solicitation. (a) In further consideration of Except as is set forth below, for a period commencing on the compensation date hereof and ending on the date either 18 or 36 months (as determined below) after the Executive ceases to be paid to employed by the Company (the "Non-Competition Period"), the Executive hereunder, Executive acknowledges that shall not in the course United States of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of specialAmerica, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own indirectly, either for himself or any interest inother person, own, manage, control, materially participate in, consult withinvest in, advisepermit his name to be used by, act as consultant or advisor to, render material services forfor (alone or in association with any person, firm, corporation or other business organization) or otherwise assist in any manner engage any entity that engages in the business of owningor owns, operatinginvests in, managing, manages or controls any venture or enterprise engaged in a banking business that is competitive in actual competition with the Company (or any other business of the type that constitutes a substantial portion of the Company's business at the date the Executive ceases to be employed by the Company) (collectively, a "Competitor"); provided, however, that the restrictions set forth above shall immediately terminate and shall be of no further force or effect (i) in the event of a default by the Company in the payment of any compensation or benefits to which the Company Executive is entitled hereunder, which default is not cured within ten (10) days after written notice thereof, or its subsidiaries conducts (ii) at the time election of the Employment Executive if the Executive's employment has been terminated by the Company other than for Cause and if the Executive (A) gives written notice to the Company during the Non-Competition Period is terminatedthat he desires to accept employment with a Competitor; and (B) agrees that the severance payment specified in Section 4(a)(i) hereof shall be mitigated by the amount of salary and pro rata target bonus payable to the Executive by the Competitor based on the Executive's initial terms of employment and attributable to employment during the Non-Competition Period (it being understood that the amount of such mitigated severance shall be paid by the Executive to the Company in a lump-sum payment within thirty (30) days after the Executive commences employment with the Competitor and shall not be subject to subsequent adjustments based on amounts actually paid to the Executive by the Competitor). Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class equity securities of a corporation engaged in such business which is publicly traded, so long as Executive he has no active participation in the business of such corporation. If the Employee receives severance payments in accordance with Section 4(a)(ii)(A) of this Agreement, then the length of the Non-Competition Period shall be 36 months. In all other instances, it shall be 18 months. (b) During the Employment Period and continuing for Non-Competition Period, the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not not, directly or indirectly through another entity indirectly, (i) induce or attempt to induce any or aid others in inducing an employee of the Company or any of its subsidiaries to leave the employ of the Company, or in any way interfere with the relationship between the Company or such subsidiary, (ii) hire any person who was and an employee of the Company or any except in the proper exercise of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; Executive's authority, or (iiiii) induce or attempt to induce in any material way interfere with the relationship between the Company and any customer, supplier, licensee, licensor licensee or other business relation of the Company. (c) If, its subsidiaries to cease doing business with at the time of enforcement of this Section 8, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, area or other restrictions reasonable under such circumstances shall be substituted for the stated duration, scope, area or other restrictions. (d) The covenants made in this Section 8 shall be construed as an agreement independent of any other provisions of this Agreement, and shall survive the termination of this Agreement. Moreover, the existence of any claim or cause of action of the Executive against the Company or such subsidiaryany of its affiliates, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)whether or not predicated upon the terms of this Agreement, shall not constitute a defense to the enforcement of these covenants.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Company and its Subsidiaries he has and shall become familiar with the CompanyParent’s and its subsidiariesSubsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to the Company Parent and its subsidiariesSubsidiaries and Affiliates. ThereforeAccordingly, Executive has agreed that agrees that, during the Employment Period and continuing for the later of one (i1) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) year thereafter (the “Noncompete Period”), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any Competing Business that conducts operations or sales in such U.S. states, or such countries outside the business United States, as Parent and its Subsidiaries conduct sales or operations as of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time date of termination of the Employment Period is terminatedPeriod. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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. For purpose of this Agreement, “Competing Business” shall mean any business engaged (whether directly or indirectly) in the design, manufacture, marketing, or sale of electromechanical or electronic sensors or controls. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company Parent or any of its subsidiaries Subsidiary to leave the employ of the Company Parent or such subsidiarySubsidiary, or in any way interfere with the relationship between Parent or any Subsidiary and any employee thereof, (ii) knowingly hire any person who was an employee of the Company Parent or any of its subsidiaries Subsidiary at any time during the twelve- (12) month period preceding such hiring; twelve months prior to the termination of Executive’s employment or (iii) induce or attempt to induce encourage any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries Parent or any Subsidiary to cease doing business with Parent or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee. licensor or business relation and Parent or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding Parent or its Subsidiaries); provided that, in each case, this paragraph 7(b) shall only apply if Executive shall have done business with, or had supervisory or other responsibility for, the employee, customer, supplier, licensee, licensor, or business relation to which the applicable clause of this paragraph 7(b) applies. (c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this paragraph 7 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (d) Executive acknowledges that any breach or threatened breach of the provisions of this paragraph 7 would cause Parent and its Subsidiaries irreparable harm. Accordingly, in addition to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). Further, in the event of an alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges and agrees that in during the course of his Executive’s employment with the Company he has and its Subsidiaries Executive shall become familiar familiar, and during Executive’s employment with the predecessors of the Company and its Subsidiaries, Executive has become familiar, with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. ThereforeSubsidiaries, and therefore, Executive has agreed that agrees that, during his or her employment with the Employment Period Company and continuing for the later a period of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) one year thereafter (the “Noncompete Period”Non-Compete Period”;provided, that if Executive’s employment is terminated by the Company with Cause, the Non-Compete Period shall terminate on the date of such termination), to Executive shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, advise, render services forfor (alone or in association with any person or entity), or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries operates or plan to operate. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Marshalls, ▇▇▇▇ Stores, ▇▇▇▇▇ Mart, Century 21, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Stores and Daffy Dan’s. (b) During the Employment Period and continuing for the later of (i) twentyNon-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Compete Period”), Executive shall not not, directly or indirectly through another indirectly, and shall ensure that any person or entity controlled by Executive does not, (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire hire, directly or through another person, any person (whether or not solicited) who was an employee executive of the Company or any of its subsidiaries Subsidiary at any time during within the twelve- (12) month one year period preceding such hiring; or before Executive’s termination from employment, (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than engage in connection or assist any person or entity in engaging in any Competing Business or in any way interfere with ordinary course post-the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (Executive understands that any person or entity that Executive contacted during the one year period prior to the date of Executive’s termination competitive of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company and its Subsidiaries as to whom the Company has a protectible proprietary interest) or (iv) make or solicit or encourage others to make or solicit directly or indirectly any defamatory statement or communication about the Company or any of its Subsidiaries or any of their respective businesses, products, services or activities undertaken as permitted in Section 3C(a(it being understood that such restriction shall not prohibit truthful testimony compelled by valid legal process).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that in the course of his Executive’s employment with the Company he has DeVry Group, Executive has, and shall will continue to, become familiar with the Company’s DeVry Group's Confidential Information, methods of doing business, business plans and other valuable proprietary information concerning DeVry Group, its subsidiaries’ trade secrets Affiliates, and with other Confidential Information their customers and suppliers and that his Executive’s services shall have been and will be of special, unique and extraordinary value to the Company DeVry Group and its subsidiariesAffiliates. ThereforeThe Executive agrees that, Executive has agreed that during the Employment Period and continuing for the later of for, as applicable, (i) eighteen (18) months thereafter, regardless of the reason for the termination of Executive's employment other than under Section 9(a) above or (ii) twenty-four (24) months in the event of a termination under Section 9(a) above (the "Restricted Period"), the Executive will not, directly or indirectly, anywhere in the Restricted Area: (i) own, manage, operate, or participate in the ownership, management, operation, or control of, or be employed by, any entity which is in competition with the Business of DeVry Group or its Affiliates in which the Executive would hold a position with responsibilities that are entirely or substantially similar to any position the Executive held during the last twelve (12) months after termination of the Employment Period Executive’s employment with DeVry Group or in which the Executive would have responsibility for and access to confidential information that is similar to or relevant to that which the Executive had access to during the last twelve (12) months of the Executive’s employment with DeVry Group; or (ii) the period during which the Severance Payment, if any, is being paid pursuant provide services to Section 2D(b) (the “Noncompete Period”), to not directly any person or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or entity that engages in any manner engage in the business of owning, operating, managing, any business that is similar to, or competitive with the business which the Company DeVry Group or its subsidiaries conducts at Affiliates’ Business if doing so would require the time the Employment Period is terminatedExecutive to use or disclose DeVry Group’s Confidential Information. Nothing herein shall will prohibit the Executive from being a passive owner of not more than two one percent (21%) of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. (b) During the Employment Period and continuing for Restricted Period, the later of Executive will not, directly or indirectly, in any manner: (i) twenty-four hire or engage, or recruit, solicit or otherwise attempt to employ or retain any Person who is or was an employee of or consultant to DeVry Group or its Affiliates within the twelve (2412) months after month period immediately preceding the termination of the Employment Period and Executive's employment, (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any person who is or was an employee of, or consultant to, DeVry Group or its Affiliates within the twelve (12) month period immediately preceding the termination of the Company or any of its subsidiaries Executive's employment, to leave the employ of DeVry Group or the Company relevant Affiliates, or such subsidiaryin any way interfere with the relationship between DeVry Group, its Affiliates and any of their employees or consultants, or (iiiii) hire recommend the hiring of, or provide a reference for any person who was an employee of or consultant to DeVry Group or its Affiliates (provided, however that the Company Executive may hire former employees and consultants to DeVry Group and its Affiliates after such former employees or consultants have ceased to be employed or otherwise engaged by DeVry Group or its Affiliates for a period of at least twelve (12) months). (c) During the Restricted Period, the Executive will not, directly or indirectly: (i) call on, solicit or service any Customer with the intent of selling or attempting to sell any service or product similar to, or competitive with, the services or products sold by DeVry Group or its Affiliates as of the date of the termination of Executive's employment, or (ii) in any way interfere with the relationship between DeVry Group, its Affiliates and any Customer, supplier, licensee or other business relation (or any prospective Customer, supplier, licensee or other business relationship) of DeVry Group or its Affiliates (including, without limitation, by making any negative or disparaging statements or communications regarding DeVry Group, its Affiliates or any of its subsidiaries their operations, officers, directors or investors). This non-solicitation provision applies to those Customers, suppliers, licensees or other business relationships of DeVry Group with whom the Executive: (1) has had contact or has solicited at any time in the twelve (12) month period of time preceding the termination of the Executive's employment; (2) has supervised the services of any of DeVry Group's or Affiliates’ employees who have had any contact with or have solicited at any time during the twelve- twelve (12) month period of time preceding such hiringthe termination of Executive's employment; or (iii3) induce or attempt has had access to induce any material customerConfidential Information about such Customers, suppliersuppliers, licensee, licensor licensees or other business relation relationships at any time during the twelve (12) month period of time preceding the termination of Executive’s employment. (d) The Executive acknowledges and agrees that the restrictions contained in this Section 13 with respect to time, geographical area and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of DeVry Group and its Affiliates. In particular, the Executive agrees and acknowledges that DeVry Group is currently engaging in Business and actively marketing its services and products throughout the Restricted Area, that Executive's duties and responsibilities for DeVry Group and/or its Affiliates are co-extensive with the entire scope of DeVry Group's Business, that DeVry Group has spent significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and that such methods, technology, customer lists, customer relationships and trade secrets have significant value. However, if, at the time of enforcement of this Section 13, a court holds that the duration, geographical area or scope of activity restrictions stated herein are unreasonable under circumstances then existing or impose a greater restraint than is necessary to protect the goodwill and other business interests of DeVry Group and its Affiliates, the Parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law, in all cases giving effect to the intent of the Companyparties that the restrictions contained herein be given effect to the broadest extent possible. The existence of any claim or cause of action by the Executive against DeVry Group, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by DeVry Group of the provisions of Sections 10, 11, 12 or this Section 13, which Sections will be enforceable notwithstanding the existence of any breach by DeVry Group. Notwithstanding the foregoing, the Executive will not be prohibited from pursuing such claims or causes of action against DeVry Group. The Executive consents to DeVry Group notifying any future employer of the Executive of the Executive's obligations under Sections 10, 11, 12 and this Section 13 of this Agreement. (e) In the event of the breach or a threatened breach by the Executive of any of the provisions of Sections 10, 11, 12 or this Section 13, DeVry Group, in addition and supplementary to any other rights and remedies existing in its subsidiaries favor, will be entitled to cease doing business seek specific performance and/or injunctive or other equitable relief (in the form of a temporary restraining order, preliminary injunction and/or permanent injunction) from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof. (f) Upon the Executive’s written request, the CEO may, in the CEO’s sole discretion, permit the Executive to engage in certain work or activity that is otherwise prohibited by this Agreement, if and only if the Executive first provides the CEO with written evidence satisfactory to the Company CEO, including assurances from any new employer of the Executive, that the contribution of Executive’s knowledge to that work or activity will not cause the Executive to disclose, base judgment upon, or use DeVry Group’s trade secrets or other Confidential Information. The Executive shall not engage in such subsidiary, other than work or activity unless and until the Executive receives written consent from the CEO. (g) Neither the CEO’s consent under Section 13(f) nor DeVry Group’s failure to seek enforcement of any restrictive covenant under this Agreement shall be deemed a consent or waiver by DeVry Group of any subsequent breach of this Agreement by the Executive and DeVry Group shall have the right to seek enforcement of this Agreement against the Executive for any breach not specifically consented to in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)writing by the CEO or DeVry Group.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Company and its affiliates he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its affiliates and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Thereforeaffiliates, and therefore, Executive has agreed that agrees that, during the Employment Period and continuing for the later of one (i1) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) year thereafter (the “Noncompete Period”), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in the any company engaged in a business that competes with any business of owningthe Company, operating, managing, as such business exists or is in process during the Employment Period or on the date of the termination of the Employment Period within any business that is competitive with the business geographical area in which the Company engages or its subsidiaries conducts at the time the Employment Period is terminatedhas definitive plans to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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. Notwithstanding the foregoing, the provisions of this Section 11(a) shall not apply in the case of any material breach of the Company’s obligations under Section 6 or Section 7 which remains uncured for more than twenty (20) calendar days after notice is received from Executive of such breach, which such notice shall include a detailed description of the grounds constituting such breach. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of thereof, or in any way interfere with the relationship between the Company or such subsidiaryand any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- last six (126) month period preceding such hiringmonths of the Employment Period; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company (including, without limitation, making any negative or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(adisparaging statements or communications regarding the Company). (c) If, at the time of enforcement of this Section 11, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 11 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (d) In the event of the breach or a threatened breath by Executive of any of the provisions of this Section 11, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall, in addition to any recovery of monetary amounts, including any severance amounts provided hereunder, be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 11(a), the Noncompete Period shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b1D(b) (the “Noncompete Period”), to not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b1D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a2C(a).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunderhereunder and his exposure to or involvement in the Trade Secret Information, Executive acknowledges that in the course of his employment with the Company and the Parent Partnership, he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Trade Secret Information concerning the Company, the Parent Partnership and their Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company Company, the Parent Partnership and its subsidiariestheir Subsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company, the Parent Partnership or their Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any states or geographical regions in which the Company Company, the Parent Partnership or its subsidiaries conducts at their Subsidiaries engage or plan to engage in such businesses on the time date of the Employment Period is terminated. Nothing termination of Executive's employment; provided that nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company Company, the Parent Partnership or any of its subsidiaries their Subsidiaries to leave the employ of the Company Company, the Parent Partnership or such subsidiarySubsidiaries, or in any way interfere with the relationship between the Company, the Parent Partnership or any of their Subsidiaries and any employee thereof, (ii) hire any person who was an a management employee of the Company Company, the Parent Partnership or any of its subsidiaries their Subsidiaries at any time during the twelve- (12) month one year period preceding such hiring; prior to the termination of the Employment Period or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries the Parent Partnership or any of their Subsidiaries to cease doing business with the Company Company, the Parent Partnership or such subsidiarySubsidiaries, other than or in connection any way materially interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(athe relationship between any such customer, supplier, licensee or business relation and the Company, the Parent Partnership or any of their Subsidiaries (including, without limitation, making any negative statements or communications about the Company, the Parent Partnership or their Subsidiaries). (c) If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 7 are reasonable. (d) In the event of any breach or threatened breach by Executive of any of the provisions of this paragraph 7, the Company, the Parent Partnership and their Subsidiaries, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. In further consideration for the payment of the Aggregate Consideration and in order to protect the value of the Company Shares purchased by Acquirer (including the goodwill inherent in the Company and each Subsidiary as of the Closing), upon the Closing contemplated by this Agreement, each Seller agrees, on behalf of itself and its Affiliates, as follows: (a) In further consideration of the compensation to be paid to Executive hereunder, Executive Each Seller acknowledges that in it has become, and following the course of his employment with the Company he has and date hereof shall become continue to be, familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to concerning the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed each Seller agrees that during from the Employment Period and continuing for Agreement Date through the later earlier of (i) twelve (12) months after the termination of this Agreement or the Employment Period and three (ii3) year anniversary of the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) Closing Date (the “Noncompete Non-compete Period”), to it shall not (and shall not take any steps toward or preparations in respect of), directly or indirectly own indirectly, either for itself or for any interest inother Person, own, manage, control, participate in, consult with, advise, render services forinvest in, or permit its name to be used by, any Person primarily engaged in and deriving greater than 50% of its revenues from, the design, development, manufacture, production, marketing and sale of semiconductor products and related services intended to compete with either the Arm ISA or X86 ecosystems, including but not limited to semiconductor products and related services related to RISC-V. For purposes of this Section 6.2, the foregoing activities include any direct or indirect interest in any manner engage in enterprise, whether as a director, partner, agent, representative, stockholder, creditor, or owner; provided, that, the business foregoing activities shall not include passive ownership of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more less than two ten percent (210%) of the outstanding stock of any class of a publicly held corporation which whose stock is publicly traded, so long as Executive has no active participation traded on a national securities exchange or in the business of such corporation. (b) over the counter market. During the Employment Period and continuing for the later of (i) twentyNon-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Paymentcompete Period, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive each Seller shall not directly or indirectly through another entity Person (i) induce call on, solicit, or attempt to induce service any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the CompanyCompany or any Subsidiary (a “Business Client”) with respect to products or services that have been provided by the Company or any Subsidiary, its subsidiaries are currently being provided by the Company or any Subsidiary or which the Company or any Subsidiary is currently in the process of developing; or (ii) encourage, induce or solicit, or attempt to encourage, induce or solicit, any Business Client to cease doing business with the Company or any of its Subsidiaries. (b) Each Seller represents and warrants to Parent that since August 18, 2020, such subsidiarySeller and its controlled Affiliates have not solicited any Covered Employees in violation of the terms of the Confidentiality Agreement and there are currently no outstanding offers of employment from such Seller or its controlled Affiliates to any Covered Employee. (c) Parent represents and warrants to the Sellers that, since August 18, 2020, Parent and its controlled Affiliates have not solicited any Covered Employees in violation of the terms of the Confidentiality Agreement and there are currently no outstanding offers of employment from Parent or its controlled Affiliates to any Covered Employee. (d) From the Agreement Date through the earlier of the termination of this Agreement or the two (2) year anniversary of the Closing Date, without prior written consent of Parent, each Seller shall not (and shall cause its directly and indirectly controlled Affiliates not to), directly or indirectly, (i) encourage, induce, solicit or attempt to encourage, induce or solicit any Covered Employee to leave the employment of the Company or any of its Subsidiaries, or (ii) hire or employ any Covered Employee; provided, however, that, this Section 6.2(d) shall not preclude any Seller or its directly and indirectly controlled Affiliates placing general solicitation, mass advertisement or similar type of broad-based publicly-disseminated solicitation through advertisement or search firms that is not directed specifically toward the Covered Employees. (e) From the Agreement Date through the earlier of (i) the later of (1) August 18, 2021, or (2) the termination of this Agreement or (ii) the Closing, without the prior written consent of the Sellers, Parent shall not (and shall cause its directly and indirectly controlled Affiliates not to), directly or indirectly, (x) encourage, induce, solicit or attempt to encourage, induce or solicit any Covered Employee to leave the employment of the Company or any of its Subsidiaries, or (y) hire or employ any Covered Employee; provided, however, that, this Section 6.2(e) shall not preclude Parent or its directly and indirectly controlled Affiliates from placing general solicitation, mass advertisement or similar type of broad-based publicly-disseminated solicitation through advertisement or search firms that is not directed specifically toward the Covered Employees. (f) Each party acknowledges and represents that: (i) sufficient consideration has been given by each party to this Agreement to the other as it relates hereto; (ii) such party has consulted with independent legal counsel regarding its rights and obligations under this Section 6.2; (iii) such party fully understands the terms and conditions contained herein; (iv) the scope of the business of the Company or its Subsidiaries is independent of location (such that it is not practical to limit the restrictions contained in this Section 6.2 to a specified country, city or part thereof); (v) the restrictions and agreements in this Section 6.2 are reasonable in all respects and necessary for the protection of the parties, and their Confidential Information and goodwill and that, without such protection, the parties’ employees, customer and client relationships and competitive advantage would be materially adversely affected; and (vi) the agreements in this Section 6.2 are an essential inducement to the parties to enter into this Agreement and they are in addition to, rather than in connection with ordinary course postlieu of, any similar or related covenants to which the parties are bound. (g) If at any time a court or arbitrator’s award holds that the restrictions in this Section 6.2 are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. The parties hereto agree that any breach of the provisions contained in this Section 6.2 will result in serious and irreparable injury and therefore money damages would not be an adequate remedy for any such breach. Therefore, in the event of a breach or threatened breach of any provisions of this Section 6.2 that is continuing, the Company, Sellers, Parent and their respective successors and assigns and any third-termination competitive activities undertaken as permitted party beneficiary to this Agreement, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by any party of this Section 3C(a)6.2, the Non-compete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall will become familiar with the Company’s 's and its subsidiaries’ it Subsidiaries' trade secrets and with other Confidential Information concerning the Company and the Subsidiaries and that his services shall will be of special, unique and extraordinary value to the Company and its subsidiariesthe Subsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period and continuing during the period that Executive is receiving compensation pursuant to Section 4(b) (but in no event for the later a period of (i) less than twelve (12) months after the termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(bPeriod) (the “"Noncompete Period”"), to he shall not directly or indirectly own any interest inown, manage, control, ----------------- participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company or its Subsidiaries as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during the twelve- (12) month period preceding such hiring; Employment Period, or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) During the period during which beginning on the Severance Payment, if any, is being paid pursuant to Section 2D(bClosing Date and ending on the second (2nd) anniversary thereof (the “Noncompete PeriodNon-Compete Term”), to not Sellers and their Controlled Affiliates shall not, directly or indirectly indirectly, own any an equity interest in, or manage, operate or control, participate in, consult with, advise, render services for, any Person engaged in or in any manner otherwise engage in the business of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation Restricted Banking Business in the business of such corporationRestricted Territory (a “Competing Banking Business”). (b) Sellers have delivered to Purchaser a list of the Restricted Customers and a list of the Excluded Customers, in each case, prior to the date of this Agreement. Such lists shall be updated by Sellers and delivered to Purchaser within two (2) Business Days prior to the Closing Date to reflect the then-current lists of Restricted Customers and Excluded Customers; provided that such lists shall be delivered in preliminary form to Purchaser for review at least twenty (20) Business Days prior to the Closing Date. During the Employment Period Non-Compete Term, Sellers and continuing their Controlled Affiliates shall not, directly or indirectly, solicit any Restricted Customers for financial products or services in the later Restricted Territory. (c) For the avoidance of doubt, notwithstanding the foregoing, nothing in this Section 5.7 shall prohibit or in any way limit the following: (i) twenty-four (24) months after termination the provision of the Employment Period and services or products by any Person other than Sellers or any of their Controlled Affiliates; (ii) the period during provision of services or products by Sellers or any of their Affiliates, directly or through trading platforms, to (A) the Excluded Customers or (B) any other customers of Sellers or any of their Affiliates (other than the Restricted Customers) that have a bona fide non-U.S. banking relationship with Sellers or any of their Affiliates, which may involve the Severance Paymentprovision of products or services that are incidental to the non-U.S. banking relationship through branches or offices of Sellers or any depository institution Affiliate of Sellers (which, for the avoidance of doubt, may have branches or offices in the Restricted Territory); (d) Following the Closing, Sellers shall not, and Sellers shall cause their Controlled Affiliates not to, use any customer lists of the Bank or any Transferred Subsidiary in connection with the operation of their businesses. (e) For the avoidance of doubt, this Section 5.7 (other than subsection (d)) shall not apply to any Controlled Affiliate if the Sellers cease to control, directly or indirectly, such Affiliate. (f) If any provision contained in this Section 5.7 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section 5.7, but this Section 5.7 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that, if anyany of the restrictions or covenants contained in this Section 5.7 are held to cover a geographic area or to be for a length of time which is not permitted by applicable Law, is being paid pursuant or in any way construed to Section 2D(b) (the “Nonsolicitation Period”)be too broad or to any extent invalid, Executive such provision shall not directly be construed to be null, void and of no effect, but to the extent such provision would be valid or indirectly through another entity enforceable under applicable Law, the parties shall construe and interpret or reform this Section 5.7 to provide for a covenant having the maximum enforceable geographical area, time (ig) induce or attempt to induce Nothing in this Agreement shall require any employee of the Company party or any of its subsidiaries Affiliates to leave the employ terminate any instruments, accounts or agreements of or with any customer or client in effect as of the Company date hereof, or prohibit or otherwise limit any of them from either accepting or making deposits and withdrawals to and from such subsidiary, (ii) hire any person who was an employee accounts or performing their respective binding obligations in effect on the date hereof and as of the Company Closing Date under such instruments or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)agreements.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that in the course of his Executive’s employment with the Company he has DeVry, Executive has, and shall will continue to, become familiar with the Company’s DeVry's Confidential Information, methods of doing business, business plans and other valuable proprietary information concerning DeVry, its subsidiaries’ trade secrets Affiliates, and with other Confidential Information their customers and suppliers and that his Executive’s services shall have been and will be of special, unique and extraordinary value to the Company DeVry and its subsidiariesAffiliates. ThereforeThe Executive agrees that, Executive has agreed that during the Employment Period and continuing for the later of for, as applicable, (i) twelve (12) months after thereafter, regardless of the reason for the termination of the Employment Period and Executive's employment other than under Section 9(a) above or (ii) eighteen (18) months in the period during which the Severance Payment, if any, is being paid pursuant to event of a termination under Section 2D(b9(a) above (the “Noncompete "Restricted Period”"), to not the Executive will not, directly or indirectly own any interest inindirectly, anywhere in the Restricted Area: (i) own, manage, control, participate in, consult with, advise, render services foroperate, or in any manner engage participate in the business ownership, management, operation, or control of, or be employed by, any entity which is in competition with the Business of owning, operating, managing, DeVry or its Affiliates in which the Executive would hold a position with responsibilities that are entirely or substantially similar to any position the Executive held during the last twelve (12) months of the Executive’s employment with DeVry or in which the Executive would have responsibility for and access to confidential information that is similar to or relevant to that which the Executive had access to during the last twelve (12) months of the Executive’s employment with DeVry; or (ii) provide services to any person or entity that engages in any business that is similar to, or competitive with the business which the Company DeVry or its subsidiaries conducts at Affiliates’ Business if doing so would require the time the Employment Period is terminatedExecutive to use or disclose DeVry’s Confidential Information. Nothing herein shall will prohibit the Executive from being a passive owner of not more than two one percent (21%) of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. (b) During the Employment Period and continuing for Restricted Period, the later of Executive will not, directly or indirectly, in any manner: (i) twenty-four hire or engage, or recruit, solicit or otherwise attempt to employ or retain or enter into any business relationship with, any Person who is or was an employee of or consultant to DeVry or its Affiliates within the twelve (2412) months after month period immediately preceding the termination of the Employment Period and Executive's employment, (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any person who is or was an employee of, or consultant to, DeVry or its Affiliates within the twelve (12) month period immediately preceding the termination of the Company or any of its subsidiaries Executive's employment, to leave the employ of DeVry or the Company relevant Affiliates, or such subsidiaryin any way interfere with the relationship between DeVry, its Affiliates and any of their employees or consultants, (iiiii) hire employ or retain or enter into any business relationship with any person who was an employee of or consultant to DeVry or its Affiliates within the Company twelve (12) month period immediately preceding the termination of Executive's employment, or (iv) recommend the hiring of, or provide a reference for any person who was an employee of or consultant to DeVry or its Affiliates (provided, however that the Executive may hire former employees and consultants to DeVry and its Affiliates after such former employees or consultants have ceased to be employed or otherwise engaged by DeVry or its Affiliates for a period of at least twelve (12) months). (c) During the Restricted Period, the Executive will not, directly or indirectly: (i) call on, solicit or service any Customer with the intent of selling or attempting to sell any service or product similar to, or competitive with, the services or products sold by DeVry or its Affiliates as of the date of the termination of Executive's employment, or (ii) in any way interfere with the relationship between DeVry, its Affiliates and any Customer, supplier, licensee or other business relation (or any prospective Customer, supplier, licensee or other business relationship) of DeVry or its Affiliates (including, without limitation, by making any negative or disparaging statements or communications regarding DeVry, its Affiliates or any of its subsidiaries their operations, officers, directors or investors). This non-solicitation provision applies to those Customers, suppliers, licensees or other business relationships of DeVry with whom the Executive: (1) has had contact or has solicited at any time in the twelve (12) month period of time preceding the termination of the Executive's employment; (2) has supervised the services of any of DeVry's or Affiliates’ employees who have had any contact with or have solicited at any time during the twelve- twelve (12) month period of time preceding such hiringthe termination of Executive's employment; or (iii3) induce or attempt has had access to induce any material customerConfidential Information about such Customers, suppliersuppliers, licensee, licensor licensees or other business relation relationships at any time during the twelve (12) month period of time preceding the termination of Executive’s employment. (d) The Executive acknowledges and agrees that the restrictions contained in this Section 13 with respect to time, geographical area and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of DeVry and its Affiliates. In particular, the Executive agrees and acknowledges that DeVry is currently engaging in Business and actively marketing its services and products throughout the Restricted Area, that Executive's duties and responsibilities for DeVry and/or its Affiliates are co-extensive with the entire scope of DeVry's Business, that DeVry has spent significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets and that such methods, technology, customer lists, customer relationships and trade secrets have significant value. However, if, at the time of enforcement of this Section 13, a court holds that the duration, geographical area or scope of activity restrictions stated herein are unreasonable under circumstances then existing or impose a greater restraint than is necessary to protect the goodwill and other business interests of DeVry and its Affiliates, the Parties agree that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law, in all cases giving effect to the intent of the Companyparties that the restrictions contained herein be given effect to the broadest extent possible. The existence of any claim or cause of action by the Executive against DeVry, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by DeVry of the provisions of Sections 10, 11, 12 or this Section 13, which Sections will be enforceable notwithstanding the existence of any breach by DeVry. Notwithstanding the foregoing, the Executive will not be prohibited from pursuing such claims or causes of action against DeVry. The Executive consents to DeVry notifying any future employer of the Executive of the Executive's obligations under Sections 10, 11, 12 and this Section 13 of this Agreement. (e) In the event of the breach or a threatened breach by the Executive of any of the provisions of Sections 10, 11, 12 or this Section 13, DeVry, in addition and supplementary to any other rights and remedies existing in its subsidiaries favor, will be entitled to cease doing business seek specific performance and/or injunctive or other equitable relief (in the form of a temporary restraining order, preliminary injunction and/or permanent injunction) from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof. (f) Upon the Executive’s written request, the CEO may, in the CEO’s sole discretion, permit the Executive to engage in certain work or activity that is otherwise prohibited by this Agreement, if and only if the Executive first provides the CEO with written evidence satisfactory to the Company CEO, including assurances from any new employer of the Executive, that the contribution of Executive’s knowledge to that work or activity will not cause the Executive to disclose, base judgment upon, or use DeVry’s trade secrets or other Confidential Information. The Executive shall not engage in such subsidiary, other than work or activity unless and until the Executive receives written consent from the CEO. (g) Neither the CEO’s consent under Section 13(f) nor DeVry’s failure to seek enforcement of any restrictive covenant under this Agreement shall be deemed a consent or waiver by DeVry of any subsequent breach of this Agreement by the Executive and DeVry shall have the right to seek enforcement of this Agreement against the Executive for any breach not specifically consented to in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)writing by the CEO or DeVry.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunderhereunder (which each of the undersigned acknowledge and agree provide sufficient good and valuable consideration for the non-compete and non-solicitation covenants set forth in this Section 7) and any equity compensation to be made available to Executive pursuant to Parent’s incentive equity plans, Executive acknowledges that in the course of his Executive’s employment with the Company he Executive has become, and shall become will continue to become, familiar with the CompanyParent’s and its subsidiariesSubsidiaries’ trade secrets and with other Confidential Information concerning Parent and its Subsidiaries and that his Executive’s services shall are and will continue to be of special, unique and extraordinary value to the Company Parent and its subsidiariesSubsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period and continuing for until the later of (i) twelve (12) months date that is one year after the termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) for any reason (the “Noncompete Period”), to Executive will not directly or indirectly own indirectly, for Executive or any interest inother person, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i1) induce or attempt to induce any employee of the Company Parent or any of its subsidiaries Subsidiaries to leave the employ of Parent or any of its Subsidiaries, or in any way interfere with the Company relationship between Parent or such subsidiaryany of its Subsidiaries, on the one hand, and any employee thereof, on the other, (ii2) hire any person who is (or in the case of a former employee, was an employee of the Company Parent or any of its subsidiaries Subsidiaries at any time during the twelve- 180 day period prior to any attempted hiring by Executive) an employee of Parent or any of its Subsidiaries, (12) month period preceding such hiring; or (iii3) induce or attempt to induce any material customer, supplier, licensee, licensor or other material business relation of the Company, Parent or any of its subsidiaries Subsidiaries to cease doing business with the Company Parent or such subsidiarySubsidiary, other or in any way interfere with the relationship between any such supplier, licensee, licensor or material business relation and Parent or such Subsidiary of Parent, as the case may be (including, without limitation, making any negative statements or communications about Parent or any of its Subsidiaries) or (4) Participate in any Competitive Business. “Participate” includes any direct or indirect ownership interest in any enterprise or participation in the management of such enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, executive, franchisor, franchisee, creditor, owner or otherwise; provided that the foregoing activities shall not preclude Executive from the passive ownership (i.e., Executive does not directly or indirectly participate in the business or management of the applicable entity) of less than 2% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange. “Competitive Business” means any business in connection the world that is, as of the Commencement Date of this Agreement, a direct competitor of Parent or its Subsidiaries or of any technology company controlled by Golden Gate Capital or investment funds managed by Golden Gate Capital. For the avoidance of doubt, Executive’s employment by, or provision of services to, any private equity firm during or following the Employment Period shall not be prohibited by this Section 7(a) so long as Executive’s employment or services, as applicable, do not relate to any business or investment that would constitute a Competitive Business. Executive agrees that the aforementioned covenant contained in this Section 7(a) is reasonable with ordinary course post-termination competitive activities undertaken as permitted respect to its duration, geographical area and scope. Notwithstanding anything to the contrary contained in this Section 3C(a7(a), the provisions of this Section 7(a) shall not apply to any activity conducted by Executive following the Employment Period for any business affiliated with Golden Gate Capital or investment funds managed by Golden Gate Capital.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation and benefits to be paid to Executive hereunder, Executive acknowledges that in during the course of his her employment with the Company he and its Subsidiaries, she has and shall become familiar with the CompanyParent’s and its subsidiariesSubsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that his her services have been and shall be of special, unique and extraordinary value to the Company Parent and its subsidiariesSubsidiaries and Affiliates. ThereforeAccordingly, Executive has agreed that agrees that, during the Employment Period and continuing for the later of one (i1) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) year thereafter (the “Noncompete Non-compete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), she shall not, directly or indirectly, without the prior written consent of the Company, serve in a capacity similar to not the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of her employment by the Company, own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any Competing Business that conducts operations or sales in such U.S. states, or such countries outside the business United States, as Parent and its Subsidiaries conduct sales or operations as of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time date of termination of the Employment Period is terminatedPeriod. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation which is publicly tradedpublicly-traded corporation, so long as Executive has no active participation in the business of such corporation. . For purpose of this Agreement, “Competing Business” shall mean any business engaged (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not whether directly or indirectly through another entity (iindirectly) induce in the design, manufacture, marketing, or attempt sale of products or services competitive with those designed, manufactured, marketed or sold by the Parent or its Subsidiaries or Affiliates. Executive acknowledges and agrees that Executive has received sufficient mutually agreed-upon consideration for agreeing to induce any employee of be bound by the Company or any of its subsidiaries obligations in this Section, specifically the salary, benefits and the potential to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted receive severance set forth in Section 3C(a)4(b) above. The restrictions in this Section do not become effective until the 11th business day after this Agreement is executed by Executive.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with USAuto and the Company he has and shall will become familiar with the Company’s and its subsidiaries’ trade secrets of the Company, USAuto and their respective Subsidiaries and with other Confidential Information concerning the Company, USAuto and their respective Subsidiaries and that his services shall have been and will be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed that agrees that: (a) during the Employment Period and continuing for the period commencing with the Separation and continuing until the later of (i) twelve (12) months after termination to occur of the Employment Period second anniversary of the Separation and (ii) the period during which fifth anniversary of the Severance Payment, if any, is being paid pursuant to Section 2D(b) date hereof (the “Noncompete Period”), to not Executive shall not, within the United States, directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with involved in the business which development, marketing, retail sale, administration or underwriting of non-standard automobile insurance programs anywhere in the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing United States; provided that nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 5% of the outstanding stock equity interests of any class of a corporation which is publicly tradedcorporation, partnership, limited liability company, or other entity, so long as Executive has no active participation in the business of such corporation.entity; (b) During during the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not not, other than in the course of performing his duties on behalf of the Company while an officer thereof, directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiaries, other than a member of Executive’s family, to leave the employ of the Company or such subsidiaryany of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person person, other than a member of Executive’s family, who was an employee of the Company or any of its subsidiaries Subsidiaries at any time during the twelve- (12) month one-year period immediately preceding such hiring; or the Separation, (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensee or other business relation of the Company, Company or any of its subsidiaries Subsidiaries to cease doing business with the Company or any of its Subsidiaries, or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company or any of its Subsidiaries and with which the Company or any of its Subsidiaries has entertained discussions, or has requested and received information, relating to the acquisition of such subsidiarybusiness by the Company or any Subsidiary in the two-year period immediately preceding the Separation; (c) if, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law; (d) in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the Company and its Subsidiaries, in addition and supplementary to other than rights and remedies existing in connection their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, Executive agrees that, in the event of a breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured; and (e) the provisions of this Section 7 are in consideration of: (i) employment with ordinary course post-termination competitive activities undertaken the Company and (ii) additional good and valuable consideration as permitted set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 3C(a)5, Section 6 and this Section 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company of the non-enforcement of Section 5, Section 6 and/or this Section 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. In addition, Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation and benefits to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Company he and its Subsidiaries, she has and shall become familiar with the CompanyParent’s and its subsidiariesSubsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Parent and its Subsidiaries and Affiliates, and that his services have been and shall be of special, unique and extraordinary value to the Company Parent and its subsidiariesSubsidiaries and Affiliates. ThereforeAccordingly, Executive has agreed that agrees that, during the Employment Period and continuing for the later of one (i1) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) year thereafter (the “Noncompete Non-compete Period”), if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), she shall not, directly or indirectly, without the prior written consent of the Company, serve in a capacity similar to not the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of his employment by the Company, own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any Competing Business that conducts operations or sales in such U.S. states, or such countries outside the business United States, as Parent and its Subsidiaries conduct sales or operations as of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time date of termination of the Employment Period is terminatedPeriod. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation which is publicly tradedpublicly-traded corporation, so long as Executive has no active participation in the business of such corporation. . For purpose of this Agreement, “Competing Business” shall mean any business engaged (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not whether directly or indirectly through another entity (iindirectly) induce in the design, manufacture, marketing, or attempt sale of products or services competitive with those designed, manufactured, marketed or sold by the Parent or its Subsidiaries or Affiliates. Executive acknowledges and agrees that Executive has received sufficient mutually agreed-upon consideration for agreeing to induce any employee of be bound by the Company or any of its subsidiaries obligations in this Section, specifically the salary, benefits and the potential to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted receive severance set forth in Section 3C(a)4(b) above. The restrictions in this Section do not become effective until the 11th business day after this Agreement is executed by Executive.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) one year thereafter (the “"Noncompete Period”"), to he ----------------- shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business design, manufacture or sale of owning, operating, managing, contact lenses anywhere in North America or in any business that is competitive with the business other country in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries conduct business. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during the twelve- (12) month period preceding such hiring; Employment Period or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(athe relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive Employee hereunder, Executive including the Severance, if any, the Company shall, upon execution of this Agreement, disclose to Employee the Company's trade secrets and other Confidential Information concerning the Company, its subsidiaries and affiliates. Employee acknowledges that in his services have been and shall be of special, unique, and extraordinary value to the course Company. Therefore, Employee agrees that, during the Employment Term, each Renewal Term, if any, and for one (1) year following the termination of his employment with the Company he has and shall become familiar with for any reason (collectively, the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “"Noncompete Period”"), to not he shall not, directly or indirectly indirectly, own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business actual or anticipated businesses of the Company, its subsidiaries or affiliates, on the date of the termination of Employee's employment, within any geographical area in which the Company or Company, its subsidiaries conducts at the time or affiliates engage or plan to engage in such businesses. A termination of this Agreement pursuant to Section 4 or otherwise shall constitute a termination of the Employment Period is terminatedTerm or Renewal Term, as applicable. Nothing herein shall prohibit Executive Employee from being a passive owner of not more than two percent (2%) of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Executive Employee has no active participation in the business of such corporation. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance PaymentNoncompete Period, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of Company, its subsidiaries or affiliates to leave the employ of thereof, or in any way interfere with the Company or such subsidiaryrelationship between the Company, its subsidiaries and affiliates and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any of Company, its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or affiliates or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee, contractor or other business relation of the Company, its subsidiaries to cease doing business or affiliates, or in any way interfere with the Company relationship between any such customer, supplier, licensee, franchisee, contractor or such subsidiaryother business relation and the Company, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(aits subsidiaries or affiliates (including, without limitation, making any negative statements or communications about the Company, its subsidiaries, or affiliates). (c) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. (d) Employee acknowledges and agrees that the restrictions contained in this Section 7 are enforceable and reasonable. Accordingly, should Employee assert in any context that the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as of the date of such assertion the Company shall have no further obligation to provide him with Severance.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive Employee hereunder, Executive including the Severance, if any, the Company shall, upon and following execution of this Agreement, disclose to Employee the Company’s trade secrets and other Confidential Information concerning the Company, its subsidiaries and affiliates. Employee acknowledges that in his services have been and shall be of special, unique, and extraordinary value to the course Company. Therefore, Employee agrees that, during the Employment Term, each Renewal Term, if any, and for one (1) year following the termination of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of specialfor any reason (collectively, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not he shall not, directly or indirectly indirectly, own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business actual or anticipated businesses of the Company, its subsidiaries or affiliates, on the date of the termination of Employee’s employment, within any geographical area in which the Company or Company, its subsidiaries conducts at the time or affiliates engage or plan to engage in such businesses. A termination of this Agreement pursuant to Section 4 or otherwise shall constitute a termination of the Employment Period is terminatedTerm or Renewal Term, as applicable. Nothing herein shall prohibit Executive Employee from being a passive owner of not more than two percent (2%) of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Executive Employee has no active participation in the business of such corporation. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance PaymentNoncompete Period, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of Company, its subsidiaries or affiliates to leave the employ of thereof, or in any way interfere with the Company or such subsidiaryrelationship between the Company, its subsidiaries and affiliates and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any of Company, its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or affiliates or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee, contractor or other business relation of the Company, its subsidiaries to cease doing business or affiliates, or in any way interfere with the Company relationship between any such customer, supplier, licensee, franchisee, contractor or such subsidiaryother business relation and the Company, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(aits subsidiaries or affiliates (including, without limitation, making any negative statements or communications about the Company, its subsidiaries, or affiliates). (c) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. (d) Employee acknowledges and agrees that the restrictions contained in this Section 7 are enforceable and reasonable. Accordingly, should Employee assert in any context that the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as of the date of such assertion the Company shall have no further obligation to provide him with the Severance.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information the Company shall provide to the Employee during the Employee’s employment, which the Employee promises not to disclose, as well as the compensation to be paid to Executive the Employee hereunder, Executive including the severance payments, if any, the Employee agrees to the restrictions set forth in this paragraph. The Employee acknowledges that in the course of his employment with the Company he has and shall become familiar with the CompanyEmployee’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique unique, and extraordinary value to the Company and its subsidiariesCompany. Therefore, Executive has agreed that the Employee agrees that, during the Employment Period Employee’s employment and continuing for one (1) year following the later of (i) twelve (12) months after termination of the Employment Period and Employee’s employment with the Company for any reason (ii) the period during which the Severance Paymentcollectively, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not the Employee shall not, directly or indirectly indirectly, own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business actual businesses of the Company as of the Termination Date (“Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted Territory”). The Employee further agrees that during the Noncompete Period, the Employee will not perform the same or its subsidiaries conducts at similar services for a Competitor in the time the Employment Period is terminatedRestricted Territory. Nothing herein shall prohibit Executive the Employee from being a passive owner of not more than two percent (2%) of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Executive the Employee has no active participation in the business of such corporation. (b) During the Employment Period and continuing for Noncompete Period, the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of Company, its subsidiaries or affiliates to leave the employ of thereof, or in any way interfere with the relationship between the Company or such subsidiaryand any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee, contractor or other business relation of the Company, its subsidiaries for whom the Employee had material contact (a “Company Material Contact”), to cease doing business its relationship with the Company, or in any way interfere with the relationship between any such Company Material Contact and the Company (including, without limitation, making any negative statements or communications about the Company, its subsidiaries, or affiliates). (c) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such subsidiarycircumstances shall be substituted for the stated duration, other than scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. (d) The Employee has the right, and has obtained and considered, such legal counsel as the Employee deems necessary in connection considering and agreeing to the restrictions specified in this Section 7. The Employee acknowledges and agrees that the restrictions contained in this Section 7 are enforceable and reasonable. Accordingly, should the Employee assert in any context that the restrictions contained in this Section 7 are unenforceable or unreasonable, the Employee agrees that as of the date of such assertion the Company shall have no further obligation to provide him with ordinary course post-termination competitive activities undertaken as permitted the severance packages described in Section 3C(a)4 above.

Non-Compete, Non-Solicitation. (a) a. In further consideration of the Company’s hiring of Executive and the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information concerning the Company and that his services shall be of special, unique and extraordinary value to the Company Company, and its subsidiaries. Thereforetherefore, Executive has agreed that agrees that, during the Employment Period Term and continuing for the later of one (i1) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) year thereafter (the “Noncompete Period”), he shall not engage in Competition anywhere in the United States unless he first obtains the Company’s written consent (which may be given or withheld in the Company’s sole discretion). b. For purposes of this Agreement, the phrase, “engage in Competition” shall mean, as it relates to not directly or indirectly own any interest inthe Executive, to: (i) manage, control, participate in, consult with, advise, or render services for, or in any manner engage in the business of owning, operating, managing, for any business that sells, promotes, manufactures, or otherwise distributes nutritional, dietary, sports, or fitness supplements or products of a similar nature (including, without limitation, if the Company, at the date of termination of the Employment Term, is competitive with negotiating, or has entered into, an agreement for an acquisition, joint venture or other transaction, on or prior to such date, any new line of business, new geographic area, pursuing any acquisition or other similar action), anywhere in the business United States in which the Company Company’s products are (or its subsidiaries conducts are expected to be, based on existing plans) directly or through third parties marketed or sold at the time date of termination of the Employment Period is terminated. Nothing herein Term (provided that Executive shall prohibit Executive not be prohibited from being a passive owner of not more than two percent (2%) owning up to 5% 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and ), or (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company, or in any way actively interfere with the relationship between the Company and any employee thereof, or such subsidiary, (iiiii) hire directly or through another entity any person who was an employee of employed by the Company or any of its subsidiaries at any time during the twelve- Noncompete Period, within twelve (12) month period preceding months following the date of termination of such hiring; person’s employment with the Company (except that Executive is not restricted from hiring employees who respond to a general solicitation for employment), or (iiiiv) induce or attempt to induce any material customer, supplier, licensee, licensor licensee or other business relation of the Company, its subsidiaries Company with whom Executive had actual contact during the Employment Term to cease doing business with the Company, or in any way interfere with the relationship between the Company and any customer, supplier, licensee or other business relation thereof (including, without limitation, by inducing or attempting to induce any such person or entity to reduce the amount of business it does with the Company). c. During the Employment Term and at all times thereafter, Executive shall not disparage the Company or such subsidiaryany of their respective investors, other than officers, managers, employees, agents or representatives, or any of the Company’s products or services; provided, that the foregoing shall not prohibit Executive from making any general competitive statements or communications about the Company or its businesses in connection with the ordinary course post-termination competitive activities undertaken of competition after the Noncompete Period has expired. The Company agrees that it shall not disparage the Executive. Notwithstanding the foregoing, nothing in this Section 7 shall prevent Executive or the Company from enforcing either party’s rights under this Agreement or any other agreement to which Executive and the Company are a party, or otherwise limit such enforcement. d. Executive hereby acknowledges that the enforcement of the provisions of this Section 7 may potentially interfere with his ability to pursue employment opportunities with some third parties. Executive recognizes and agrees that the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company. Executive agrees that, due to the proprietary nature of the Company’s businesses, the restrictions set forth in this Agreement are reasonable as permitted in Section 3C(a)to time and scope. Executive hereby acknowledges that he has been advised to consult with an attorney before executing this Agreement and that he has done so or, after careful reading and consideration, he has chosen not to do so of his own volition.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information concerning the Company and its subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed agrees that during the Employment Noncompete Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”as defined below), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company or its subsidiaries, as such businesses exist or are in process on the date of the termination of Executive's employment, within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedengage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries subsidiary to leave the employ of the Company or such subsidiary, or in any way interfere with the relationship between the Company or any subsidiary and any employee thereof, (ii) hire any person who was an a key employee of the Company or any of its subsidiaries subsidiary at any time during the twelve- (12) month period preceding such hiring; Employment Period or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any subsidiary to cease doing business with the Company or such subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary. (c) If, at the time of enforcement of this Section 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this Section 6 are reasonable. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 6, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 6, the Noncompete Period shall be tolled until such breach or violation has been duly cured. (e) For the purposes of this Agreement, "Noncompete Period" shall mean (i) if Executive's employment is terminated during the Employment Period by the Company other than in connection for Cause or by Executive with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)Good Reason, a period continuing until the Expiration Date, or (ii) if Executive's employment is terminated during the Employment Period by the Company for Cause or by Executive without Good Reason, a period continuing until the first anniversary of the Expiration Date.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation payment to be paid made to Executive hereunderreferred to in Paragraph 1, above, Executive acknowledges agrees that in the course for a period of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination the effective date of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) this Agreement (the “Noncompete Non-Compete Period”), to Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company and its subsidiaries (such businesses being the retail sale of arts and crafts and related products), as such businesses exist or are in process as of the Separation Date, within a fifty (50) mile radius of any geographic location in which the Company or and its subsidiaries conducts at the time the Employment Period is terminatedengage in such businesses or actively plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation which is publicly tradedtraded and which competes with the businesses of Company, its subsidiaries and affiliated companies, so long as Executive has no direct or indirect active participation in the business of such corporation. Furthermore, the foregoing shall not prevent Executive from performing services for a competitive business if (i) such competitive business is also engaged in other lines of business, (ii) the amount of gross revenue of such competitive business derived from businesses competitive to the Company was less than 10% of such competitive business’s gross revenue for its most recently completed fiscal year, and (iii) Executive’s services are restricted to employment in such other (non-competitive) lines of business. (b) During the Employment Period and continuing for the later of (i) twentyNon-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Compete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of Company, its subsidiaries to leave the employ of the Company or such subsidiarysubsidiary or affiliated company, or in any way interfere with the relationship between the Company and its subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; subsidiary, or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any subsidiary to cease doing business with the Company or such subsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(athe relationship between any such customer, supplier, licensee, licensor, franchisee, or business relation and the Company or any subsidiary (including, without limitation, making any negative statements or communications about the Company or its subsidiaries). (c) The provisions of this paragraph 7 will be enforced to the fullest extent permitted by the law in the state in which Executive resides or is employed at the time of the enforcement of the provision. If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 7 are reasonable. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 7, the Non-Compete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b1D(b) (the “Noncompete Period”), to not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b1D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, Company or its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a2C(a).

Non-Compete, Non-Solicitation. (ai) In further consideration The Majority Stockholder acknowledges the highly competitive nature of the compensation to be paid to Executive hereunderbusiness of the Company and accordingly agrees that, Executive acknowledges that in connection with the Merger, which will result in the course acquisition by Parent of his employment with the Company he has and shall become familiar with the Company’s business and assets, including its subsidiaries’ trade secrets goodwill and with other Confidential Information customer relationships, Intellectual Property and that his services shall proprietary information, which Parent consider to be of specialvaluable assets necessary for the Company to continue to operate its business following the Closing, unique and extraordinary value in exchange for the Merger Consideration payable to the Company and its subsidiaries. Therefore, Executive has agreed that during Majority Stockholder at Closing plus such additional Merger Consideration as may be payable to the Employment Period and continuing for Majority Stockholder following the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid Closing pursuant to Section 2D(b) 2.08, which Merger Consideration shall constitute full consideration for the covenants and restrictions set forth herein, the Majority Stockholder agrees, for a period of three years from the Closing Date (the “Noncompete Restricted Period”)) not to engage in Prohibited Activity within the United States. For purposes of this Section 6.07, to not “Prohibited Activity” means any activity in which the Majority Stockholder, directly or indirectly own any interest inindirectly: (A) contributes their skills, managein whole or in part, controlas an employee, participate inemployer, consult withowner, adviseoperator, render services formanager, advisor, consultant, agent, employee, partner, director, stockholder, officer, or in any manner engage other similar capacity to any Person established or engaged in the business of owningthe provision of environmental consulting and related services, operating, managing, any (B) solicits the customers of the Company (1) not to conduct business that is competitive with the Company, (2) to reduce the amount of business which it conducts with the Company or its subsidiaries conducts at (3) to purchase products or services from any business which competes with the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation Company in the business provision of such corporation. environmental consulting and related services, (bC) During solicits the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee employees of the Company or any of its subsidiaries to leave the employ of the Company Company, or such subsidiary(D) uses or discloses any trade secrets, (ii) hire any person who was an employee proprietary information, or confidential information of the Company and its business. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Majority Stockholder from purchasing or owning less than 5% of the publicly-traded securities of any entity, provided that such ownership represents a passive investment and that the Majority Stockholder is not a controlling person of, or a member of a group that controls, such entity or from making generalized searches for employees by the use of advertisements in the media or by retaining search firms to engage in generalized searches for employees not otherwise in contravention of this Agreement or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)Transaction Document.

Non-Compete, Non-Solicitation. (a) 6.3.1 In further consideration of the compensation and benefits to be paid to Executive hereunder, Executive acknowledges that in during the course of his Executive’s employment with the Company he and its subsidiaries, Executive has and shall become familiar with the CompanyParent’s and its subsidiaries’ and affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships and with other Confidential Information concerning Parent and its subsidiaries and affiliates, and that his Executive’s services have been and shall be of special, unique and extraordinary value to the Company Parent and its subsidiariessubsidiaries and affiliates. ThereforeAccordingly, Executive has agreed agrees that during Executive’s employment and, if the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and Executive’s employment is voluntary or for Cause, for a period of 12 months thereafter (ii) the period during which the Severance Paymentsuch period, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Post-Employment Restricted Period”), to not without the prior written consent of Parent, Executive shall not, whether directly or indirectly through any other person: serve in a capacity similar to the position(s) held by Executive with the Company in the last two years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence or for which Executive was directly or indirectly responsible, during the last two years of Executive’s employment by the Company, own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any Competing Business (as defined below) that conducts operations or sales in such U.S. states or such countries outside the business of owningUnited States, operating, managing, any business that is competitive with the business which the Company or as Parent and its subsidiaries conducts at conduct sales or operations as of the time the Employment Period is terminateddate of termination of this Agreement. Nothing herein shall prohibit Executive from being a passive owner of not no more than two percent (2%) % of the outstanding stock of any class of a corporation which is publicly tradedtraded corporation, so long as Executive has no active participation in the business of such corporation. . For purpose of this Agreement, “Competing Business” shall mean any business engaged (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not whether directly or indirectly through another entity (iindirectly) induce in the design, manufacture, marketing or attempt to induce any employee sale of the Company products or any of services competitive with those designed, manufactured, marketed or sold by Parent or its subsidiaries or affiliates. Executive acknowledges and agrees that Executive has received sufficient mutually agreed-upon consideration for agreeing to leave be bound by the employ of obligations in this Section 6, specifically the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt potential to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted receive severance set forth in Section 3C(a)5 above. The restrictions in this Section 6 do not become effective until the 11th business day after this Agreement is executed by Executive.

Non-Compete, Non-Solicitation. (ai) In further consideration of the compensation and benefits to be paid to Executive hereunder, Executive acknowledges that in during the course of his Executive’s employment with the Company he and its Subsidiaries, Executive has and shall become familiar with the Company’s and its subsidiariesSubsidiaries’ and Affiliates’ corporate strategy, pricing and other market information, know-how, trade secrets and valuable customer, supplier and employee relationships, and with other Confidential Information concerning Company and its Subsidiaries and Affiliates, and that his Executive’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries and Affiliates. ThereforeAccordingly, Executive has agreed that agrees that, during the Employment Period and continuing for the later of one (i1) twelve year thereafter (12) months after termination of the Employment Period and (ii) the period during which the Severance Paymentsuch period, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Post-Employment Restricted Period”), Executive shall not, directly or indirectly, without the prior written consent of the Company, serve in a capacity similar to not the position(s) held by Executive with the Company in the last two (2) years of Executive’s employment by the Company, and in a geographic area to which Executive was assigned, in which Executive provided services or had a material presence or influence, or for which Executive was directly or indirectly responsible, during the last two (2) years of Executive’s employment by the Company, own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any Competing Business (as defined below) that conducts operations or sales in such U.S. states, or such countries outside the business United States, as Company and its Subsidiaries conduct sales or operations as of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time date of termination of the Employment Period is terminatedPeriod. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation which is publicly tradedtraded corporation, so long as Executive has no active participation in the business of such corporation. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a).of

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive’s employment with the Company he has and Executive shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his Executive’s services shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period Term and continuing for the later a period of (i) twelve (12) 18 months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) thereafter (the “Noncompete Period”), to Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive’s employment, within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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. The Company presently does not enforce this paragraph 7(a) in California. However, Executive is still required to sign this Agreement since Executive may already work, or may work in the future, in a state where this paragraph 7(a) is fully enforceable. Moreover, the Company reserves its right to enforce this paragraph 7(a) in all other states in which it is enforceable, and in California in the future, to reflect any legislative or legal developments which will permit its enforcement to the fullest extent permitted by California law. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during the twelve- (12) month period preceding such hiring; Employment Term or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(athe relationship between any such customer, supplier, licensee, licensor, franchisee, or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries). (c) The provisions of this paragraph 7 will be enforced to the fullest extent permitted by the law in the state in which Executive resides or is employed at the time of the enforcement of the provision. If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 7 are reasonable. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 7 (as determined by a court of competent jurisdiction or an arbitrator pursuant to paragraph 19 hereof), the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration The Seller undertakes to the Purchaser for itself and for each of its Affiliates that neither it nor any of its Affiliates shall, unless with the prior written consent of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of Purchaser: (i) twelve (12) months after termination compete with the Business, as such business is carried on as of the Employment Period Signing Date, in North America, Europe and Asia Pacific; (ii) solicit or endeavor to entice away from or discourage from dealing with any of the period during which FRS Businesses or induce to trade on different terms any Person who was a customer or client of any of the Severance PaymentFRS Businesses at the Signing Date; or (iii) solicit or endeavor to entice away from or discourage from being employed by any of the FRS Businesses any employee of the FRS Businesses, if anywhether or not such Person would commit a breach of contract by reason of leaving employment; provided, is being paid pursuant however, that nothing in this paragraph shall prohibit hiring as a result of general solicitations or hiring of former employees, i.e., employees who have left the FRS Businesses for more than six months. Provided nothing herein shall be deemed to Section 2D(b) (preclude the “Noncompete Period”)Seller or any of its Affiliates from offering to sell, license or deliver products and/or services other than the products and services of the type provided by the FRS Businesses or directly competing with any FRS Product, to not directly any customer or indirectly own any interest inentity. The Purchaser acknowledges that none of the businesses, manage, control, participate in, consult with, advise, render products and services for, of the S1 Group (other than the Business) is in direct or in any manner engage in the business of owning, operating, managing, any business that is competitive indirect competition with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) FRS Businesses as 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 corporationdate hereof. (b) During Nothing in Section 6.3(a) shall prevent the Employment Period and continuing for the later Seller or any of (i) twenty-four (24) months after termination its Affiliates from acquiring any business or undertaking or any interest in any company, group of the Employment Period and (ii) the period during which the Severance Paymentcompanies, if any, is being paid pursuant to Section 2D(b) partnerships or other entity (the “Nonsolicitation PeriodAcquired Undertaking”) that competes with the FRS Businesses (that part of the business of the Acquired Undertaking which does so compete being the “Competing Business”), Executive where the Competing Business forms part of the Acquired Undertaking but was not the principal reason for acquiring the Acquired Undertaking and provided that the turn-over of the Competing Business does not exceed 35% of the consolidated turn-over of the FRS Businesses at the time of the acquisition of the Acquired Undertaking. (c) The Purchaser undertakes for itself and the FRS Businesses to the Seller that it shall not not, unless with the prior written consent of the Seller, whether directly or indirectly indirectly, neither on its own account nor in conjunction with, through another entity (i) induce or attempt on behalf of any Affiliate, solicit or endeavor to induce entice away from or discourage from being employed by the Seller or any of its Affiliates any employee of the Company Seller or any of its subsidiaries to leave Affiliates, whether or not such Person would commit a breach of contract by reason of leaving employment; provided, however, that nothing in this paragraph shall prohibit hiring as a result of general solicitations or hiring of former employees, i.e., employees who have left the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company Seller or any of its subsidiaries at Affiliates for more than six months. (d) The duty not to compete as described in this Section 6.3 shall remain in full force and effect until the second anniversary of the Signing Date; provided, however, that notwithstanding anything in this Purchase Agreement to the contrary, none of the restrictions contained in this Section 6.3 shall apply to any time during Person (or Affiliate of such Person) which acquires control of, or merges with, all or part of the twelve- S1 Group. (12e) month period preceding The limitations set forth in this Section 6.3 are considered as reasonable by the Parties. In the event a limitation is considered null and void, the provisions of Section 11.2 shall apply. (f) The Seller covenants with the Purchaser that until the expiration of three (3) years from the Signing Date, it shall not, neither on its own account nor in conjunction with, through or on behalf of any Affiliate, disclose or use, for its own benefit or that of any other Person (other than for the proper performance of its duties to any of the FRS Businesses) any Confidential Information of the FRS Businesses which it possesses concerning the business or affairs of any of the FRS Businesses except any such hiringConfidential Information which is (a) known in its industry of principal use; (b) independently developed by the Seller; (c) disclosed with the written permission of the Purchaser or any of the FRS Businesses; (d) disclosed pursuant to an order of court of competent jurisdiction; (e) disclosed by the Purchaser, any of the FRS Businesses, or any third party without restriction; or (iiif) induce or attempt required to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)be disclosed by applicable Laws.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive Employee hereunder, Executive Employee acknowledges that in the course of his employment with the Company on and after the date hereof he shall become familiar, and during his employment with the Company prior to the date hereof he has and shall become familiar familiar, with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information concerning the Company and its predecessors and its affiliates and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesCompany. Therefore, Executive has agreed that Employee agrees that, during the Employment Period and continuing for the later of Twenty-Four (i) twelve (1224) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) thereafter (the “Noncompete "Non -compete Period”"), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company and its affiliates as such businesses exist or are in process on the date of the termination or expiration of the Employment Period, within any geographical area in the United States in which the Company or its subsidiaries conducts affiliates engage or plan to engage in such businesses. Employee is entitled to receive his Base Salary for the initial Non compete Period payable in regular installments. Notwithstanding anything to the contrary in this Agreement, the Company may, at its sole option, extend the time Non compete Period for up to two (2) additional 12-month periods by notifying Employee in writing at least 60 days prior to the Employment end of the Non compete Period is terminatedor the end of the first 12-month extension thereof. If the Company so exercises its rights under the preceding sentence, Employee shall be entitled to continue to receive his Base Salary (or begin to receive his Base Salary after the termination of the initial Non compete Period if Employee was not otherwise entitled to receive his Base Salary during the Initial Non compete Period) payable in regular installments for such additional 12-month period and (if elected by the Company) such successive 12-month period (subject, in each case, to reductions as provided in this agreement). Nothing herein shall prohibit Executive Employee from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Employee has no active participation in the business of such corporation. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries affiliates to leave the employ of the Company or such subsidiaryits affiliates or in any way interfere with the relationship between the Company or its affiliates and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries affiliates at any time during the twelve- (12) month period preceding such hiring; Employment Period or (iii) call on, solicit or service any customer of the Company of its affiliates (including any person or entity that was a customer or other material business relation of the Company or its affiliates at any time during the 12-month period ending on the termination of the Employment Period), induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, Company or its subsidiaries affiliates to cease doing business with the Company or such subsidiaryaffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other than in connection with ordinary course postbusiness relation and the Company or its affiliates FUELNATION Corporate Offices: 1700 North Dixie Highway, Suite 125, ▇▇▇▇ Raton, Florida 33433 Telephone: 561-termination competitive activities undertaken as permitted in Section 3C(a391-5883 Secure Fax: 5▇▇-▇▇▇-▇▇▇▇ Internet Address: www.F▇▇▇▇▇▇▇▇▇.▇▇m FUEL NATION (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its affiliates).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Companies and their Subsidiaries he has and shall may become familiar with the Company’s and its subsidiaries’ trade secrets of the Companies and their Subsidiaries and with other Confidential Information concerning the Companies and their Subsidiaries and that his services shall be of special, unique and extraordinary value to the Company Companies and its subsidiariestheir Subsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) one year thereafter (the “"Noncompete Period”"), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with any of the business businesses of BrightView or its Subsidiaries, as such businesses exist on the date of the termination of Executive's employment, within any geographical area in which the Company Companies or its subsidiaries conducts at the time the Employment Period is terminatedtheir Subsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee person employed by any of the Company Companies or any of its subsidiaries Subsidiary during the one year immediately preceding the Termination Date (each such person, a "Recent Employee," and collectively, the "Recent Employees") to leave the employ of the Company Companies or such subsidiarySubsidiary, (ii) hire or in any person who was an employee of way interfere with the Company relationship between the Companies or any Subsidiary and any Recent Employee (other than in the course of its subsidiaries at any time during discharging his duties hereunder (including, without limitation, terminating the twelve- (12employment of a Recent Employee) month period preceding such hiring; while employed by Operating LLC) or (iii) except in the course of discharging his duties hereunder while employed by Operating LLC, induce or attempt to induce any material customer, supplier, licensee, licensor licensor, lender, franchisee or other business relation of or to the Company, its subsidiaries Companies or their Subsidiary to cease doing business with any of the Company Companies or such subsidiarySubsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(athe relationship between any such customer, supplier, licensee or business relation and the Companies or any of its Subsidiaries (including, without limitation, making any disparaging statements or communications about the Companies or their Subsidiaries).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment Company entering into this Agreement with the Company he has and Participant, the Participant shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of specialnot, unique and extraordinary value to the Company and its subsidiaries. Thereforedirectly or indirectly, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months at any time during or after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive Participant’s employment with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries subsidiaries, parents or affiliates (collectively, “Nielsen”), disclose any Confidential Information (as defined below) except when required to leave the employ of the Company perform his or such subsidiaryher duties to Nielsen, by law or judicial process; or (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- Participant’s employment with Nielsen and for a period of 12 months thereafter (12A) month period associate with (whether as a proprietor, investor, director, officer, employee, consultant, partner or otherwise) or render services to any business that competes with the business of Nielsen in which the Participant was engaged or with respect to which the Participant performed services at any time in the 3 years preceding such hiringthe Participant’s termination of employment from Nielsen, in any geographic or market area where Nielsen conducts business or provides products or services; or (iii) induce or attempt provided, however, that nothing herein shall be deemed to induce any material customer, supplier, licensee, licensor or other business relation prohibit the Participant’s ownership of not more than 2% of the Companypublicly-traded securities of any competing business, its subsidiaries (B) perform for or provide to any clients of Nielsen any products or services similar to those provided by any business of Nielsen in which the Participant was engaged or with respect to which the Participant performed services at any time in the 3 years preceding the Participant’s termination of employment from Nielsen, (C) induce, influence, encourage or solicit in any manner any client, prospective client, vendor or supplier of Nielsen with which the Participant had interactions in connection with his/her employment in the 18 months prior to termination of the Participant's employment with Nielsen, to cease or reduce doing business with Nielsen or to do business with the Participant or with any other person or entity other than Nielsen, or (D) solicit, recruit, hire or seek to hire, or otherwise assist or participate in any way in the solicitation, recruitment or hiring of, any person who has been employed or engaged by Nielsen at any time during the 6 months immediately preceding the termination of the Participant’s employment, or induce, influence, or encourage in any manner, or otherwise assist or participate in any way in the inducement, influence or encouragement of, any such person to terminate his or her employment or engagement with Nielsen. The provisions hereof shall be in addition to and not in derogation of any other agreement covering similar matters to which the Participant and the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)any subsidiary or affiliate thereof are parties.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Company, he has and shall become familiar with the trade secrets of the Company and the Company’s and its subsidiaries’ trade secrets Affiliates and with other Confidential Information concerning the Company and the Company’s Affiliates, and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesto the Company’s Affiliates. Therefore, Executive has agreed that agrees that: (a) during the Employment Period and continuing for the later a period of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) thereafter (the “Noncompete Period”). Executive shall not, to not within the United States, directly or indirectly own any interest inown, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business which Protected Business of the Company or its subsidiaries conducts at the time Company’s Affiliates. Notwithstanding the Employment Period is terminated. Nothing foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than two one percent (21%) of the outstanding stock of any class equity securities of a publicly traded corporation which is publicly tradedengaged in the Protected Business, so long as Executive has no active participation in the business of such corporation.. In addition, this Section 7(a) shall not be violated by Executive commencing employment with a subsidiary, division or unit of any entity that engages in the Protected Business so long as Executive and such subsidiary, division or unit does not engage in the Protected Business; (b) During during the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries the Company’s Affiliates to leave the employ of the Company or such subsidiaryAffiliate, or in any way interfere with the relationship between the Company and/or any of the Company’s Affiliates and any employee thereof, (ii) hire any person who was an employee of the Company or any or any of its subsidiaries at any the Company’s Affiliates within 180 days prior to the time during the twelve- (12) month period preceding such hiring; or employee was hired by Executive, (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensee or other business relation of the Company or any of the Company, its subsidiaries ’s Affiliates to cease doing business with the Company or such subsidiaryAffiliate or in any way interfere with the relationship between any such customer, other than supplier, licensee or business relation and the Company or any of the Company’s Affiliates, or (iv) directly or indirectly acquire or attempt to acquire an interest in connection any business relating to the business of the Company or any of the Company’s Affiliates and with ordinary course postwhich the Company and/or or any of the Company’s Affiliates has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or any of the Company’s Affiliates in the two-termination competitive activities undertaken year period immediately preceding the Separation. Notwithstanding the foregoing, this Section 7(b) shall not be violated by (A) general advertising or solicitation not specifically targeted at Company or the Company’s Affiliates, (B) Executive serving as permitted a reference, upon request, for any employee of the Company or or the Company’s Affiliates, or (C) actions taken by any person or entity with which Executive is associated if Executive is not personally involved in Section 3C(a).any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring; (c) for the purposes of this Agreement, “Protected Business” shall mean the business of designing, manufacturing, marketing, distributing or retailing: (i) luggage, backpacks, totes and handbags; (ii) business cases and accessories; and (iii) wallets, cases, travel aids, small leather goods and similar accessories;

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement, he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has and shall become familiar familiar, with the Company’s and its subsidiaries’ trade secrets and with customer lists or any other Confidential Information confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services shall have been and will be of special, unique and extraordinary value to the Company. (b) Executive agrees, (i) that during the Employment Period he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage in or be engaged in, the timeshare business or any other business then actively being conducted by the Company or any of its subsidiaries or affiliates, and its subsidiaries. Therefore(ii) that for six (6) months after the Employment Period he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise engage in the activities of the timeshare business. (c) Executive has agreed further agrees that during the Employment Period and continuing for the later of two (i2) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Paymentyears thereafter he shall not in any manner, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own indirectly, induce or attempt to induce any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business employee of owning, operating, managing, any business that is competitive with the business which the Company or any of its subsidiaries conducts at the time the Employment Period is terminated. or affiliates to quit or abandon his employ. (d) Nothing herein in this paragraph 7 shall prohibit Executive from being being: (i) a stockholder in a mutual fund or a diversified investment company or, (ii) a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation which that is publicly traded, so long as Executive has no active participation in the business of such corporation. (be) During If, at the Employment Period and continuing time of enforcement of this paragraph, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the later of (i) twenty-four (24) months after termination of stated period, scope or area and that the Employment Period court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as area permitted in Section 3C(a)by law.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his Executive’s employment with the Company he has and Executive shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his Executive’s services shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period Term or any extension term and continuing for the later a period of (i) twelve (12) months after termination of the Employment Period and thereafter (ii) the period during which the Severance Paymentas applicable, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to Executive shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the termination of Executive’s employment, within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries engage or actively plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; Subsidiary, or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(athe relationship between any such customer, supplier, licensee, licensor, franchisee, or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries). (c) The provisions of this paragraph 7 will be enforced to the fullest extent permitted by the law in the state in which Executive resides or is employed at the time of the enforcement of the provision. If, at the time of enforcement of this paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive agrees that the restrictions contained in this paragraph 7 are reasonable. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration Commencing on the Closing Date and continuing until the fifth (5th) anniversary of the compensation to be paid to Executive hereunderClosing Date, Executive acknowledges that Seller shall not (and shall cause its controlled Affiliates not to), anywhere in the course of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of specialworld, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any other manner engage design, develop, commercialize, package, manufacture and label, market, distribute, or sell any product that (i) is therapeutically equivalent to a Product; or (ii) is for the following indications: (A) peripheral T-cell lymphoma (PTCL); (B) conditioning treatment prior to hematopoietic progenitor (stem) cell transplantation; or (C) methotrexate/ 5-flourouracil toxicity; provided that the foregoing restrictions shall expire and be of no force or effect in the business event Seller consummates a Change of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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 corporationControl. (b) During For a period of three (3) years following the Employment Period and continuing for the later of Closing Date: (i) twentySeller shall not (and shall cause its controlled Affiliates not to), directly or indirectly, solicit or hire any individual who is a Transferred Employee or any employee of Buyer or Parent Guarantor who is a vice-four president or higher and was first introduced to Seller in connection with the transactions contemplated hereby; provided, however, that this Section 6.07(b)(i) will not prevent Seller from: (24A) months after termination causing to be placed any general advertisements in newspapers and/or other media of general circulation (including, without limitation, advertisements posted on the Employment Period internet) that is not targeted specifically at the Transferred Employees; (B) engaging any recruiting firm or similar organization to identify and solicit persons for employment on behalf of Seller, so long as such recruiting firm or organization is not instructed to target any Transferred Employees; or (C) otherwise soliciting or hiring any Transferred Employee who (1) responds to an advertisement that is not specifically targeted at Transferred Employees generally, (2) is referred to Seller by a search firm, employment agent or similar entity, so long as such entity has not been instructed to solicit personnel of Buyer or Parent Guarantor, or (3) who has not been employed by Buyer or Parent Guarantor during the thirty (30) calendar days immediately preceding the date of any such solicitation or hire by Seller; and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) Buyer and Parent Guarantor shall not (the “Nonsolicitation Period”and shall cause its controlled Affiliates not to), Executive shall not directly or indirectly through another entity (i) induce indirectly, solicit or attempt to induce hire any individual who is a Business Employee other than a Transferred Employee or any employee of Seller who is a vice-president or higher and was first introduced to Buyer or Parent Guarantor in connection with the Company transaction contemplated hereby; provided, however, that this Section 6.07(b)(ii) will not prevent Buyer or Parent Guarantor from: (A) causing to be placed any general advertisements in newspapers and/or other media of its subsidiaries general circulation (including, without limitation, advertisements posted on the internet) that is not targeted specifically at the Business Employees other than the Transferred Employees; (B) engaging any recruiting firm or similar organization to leave identify and solicit persons for employment on behalf of Buyer or Parent Guarantor, so long as such recruiting firm or organization is not instructed to target any Business Employees other than the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiringTransferred Employees; or (iiiC) induce otherwise soliciting or attempt to induce hiring any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, Business Employees other than in connection with ordinary course post-termination competitive activities undertaken the Transferred Employees who (1) respond to an advertisement that is not specifically targeted at the Business Employees other than the Transferred Employee generally, (2) is referred to Buyer or Parent Guarantor by a search firm, employment agent or similar entity, so long as permitted in Section 3C(a)such entity has not been instructed to solicit personnel of Seller or its Subsidiaries, or (3) who has not been employed by Seller during the thirty (30) calendar days immediately preceding the date of any such solicitation or hire by Buyer or Parent Guarantor.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company prior to the date of this Agreement he has become familiar, and during his continued employment with the Company he shall become familiar familiar, with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed that agrees that, during the Employment Period period commencing on the Start Date and continuing for ending on the later eighteenth month anniversary of (i) twelve (12) months after the termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “"Noncompete Period”"), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, or render services for, or in any manner engage Person that is in the casual dining restaurant business in the United States for which ribs account for at least 20% of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminatedsuch Person=s sales. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 5% 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly directly, or indirectly through another entity entity, (i) induce or attempt to induce any employee executive employee, district manager, store manager or assistant store manager of the Company or any of its subsidiaries Subsidiary (collectively, the "Restricted Employees") to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any Restricted Employee, (ii) hire any person who was an employee of the Company or any of its subsidiaries a Restricted Employee at any time during the twelve- (12) month period preceding such hiring; 6 months prior to the termination of the Employment Period, or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other material business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(athe relationship between any such supplier, licensee, licensor or material business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company or its Subsidiaries).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, The Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has become familiar, and shall he will become familiar familiar, with the Company’s 's and its subsidiaries’ Subsidiaries' trade secrets and with other Confidential Information and that his services shall have been and will be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, the Executive has agreed agrees that he shall not, during the Employment Period time he is employed by the Company and continuing its Subsidiaries and for the later of (i) twelve (12) 24 months after termination of the Employment Period and (ii) the period during which the Severance Paymentthereafter, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own any interest inown, operate, manage, control, participate in, consult with, advise, render engage in services for, for any competitor of the Company or in any manner engage in the any startup of a business of owning(including by himself or in association with any person, operatingfirm, managing, corporate or other business organization or through any business that is competitive other entity) in competition with the business businesses of the Company or its Subsidiaries as in existence or in process on the date of termination of the Executive's employment (the "Businesses"), within any state or country in which the Company or any of its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries makes sales. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class or equity of a corporation Person which is publicly traded, so long as the Executive has no active participation in the business of such corporationPerson. (b) During the Employment Period time the Executive is employed by the Company and continuing its Subsidiaries and for 24 months thereafter, the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, including without limitation, inducing or attempting to induce any union, employee or group of employees to interfere with the Business or operations of the Company or its Subsidiaries, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during within the twelve- (12) six month period preceding prior to the date the Executive employs or seeks to employ such hiring; person, or (iii) induce or attempt to induce any material customer, supplier, licenseedistributor, licensor franchisee, licensee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between any such customer, supplier, distributor, franchisee, licensee or business relation and the Company or any Subsidiary. (c) In the event that the Executive's employment is terminated by the Company without Cause or voluntarily by the Executive with Good Reason, for 24 months after such termination, the Company shall continue to pay to the Executive his base salary as in effect at the time of such termination (without regard to any reduction which provided Good Reason), and the Executive shall continue to receive normal coverage under the Company's medical plans until the end [EXECUTION COPY] of such period or until replacement coverage is provided by any new employer, whichever occurs sooner; provided, that in the event that the Executive breaches any provision of this Section 8, the Company shall no longer be obligated to make any such payments or provide such coverage. (d) The Executive agrees that: (i) the covenants set forth in this Section 8 are reasonable in geographical and temporal scope and in all other than respects, (ii) the Company would not have entered into this Agreement but for the covenants of the Executive contained herein, and (iii) the covenants contained herein have been made in connection with ordinary course post-termination competitive activities undertaken as order to induce the Company to enter into this Agreement. (e) If, at the time of enforcement of this Section 8, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (f) The Executive recognizes and affirms that in the event of his breach of any provision of this Section 3C(a8, money damages would be inadequate and the Company and the Investor would have no adequate remedy at law. Accordingly, the Executive agrees that in the event of a breach or a threatened breach by the Executive of any of the provisions of this Section 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security).

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges and agrees that in during the course of his employment employment, consultancy and other service relationships with UWW, the Company and their respective Subsidiaries he has and shall become familiar with the Company’s and its subsidiariesSubsidiaries’ and Affiliates’ trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and Affiliates, that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries and Affiliates and that given, this expertise and knowledge, Executive’s competition with the Company and its Subsidiaries and Affiliates would cause the Company to suffer irreparable harm. Therefore, and in further consideration of the compensation to be paid to Executive has agreed that hereunder, Executive agrees that, during the Employment Period and continuing for four (4) year period following the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) Effective Date (the “Noncompete Period”), to not he shall not, directly or indirectly own indirectly, compete with the Business of the Company within North America by serving in any interest incapacity, managejob or function (including, controlbut not limited to, participate inas a proprietor, consult withstockholder, advisepartner, render services formember, officer, director, employee, consultant, independent contractor, or agent) that is the same or similar to the capacities, jobs or functions in which he served at UWW or any of its Subsidiaries prior to the Effective Date for the two (2) years immediately prior to the cessation of his employment with UWW when in such capacity, job or function, he could or would assist, support or further any entity, organization or other Person in competing with the Company or any of its Subsidiaries or Affiliates in the Business of the Company; provided that Executive may maintain his current passive investments in the Executive’s businesses that otherwise would violate this paragraph 8(a), so long as Executive has no active participation in such Executive’s businesses and Executive does not make additional investments in such Executive’s businesses without the prior written consent of the Board. For the purposes of this Agreement, the “Business of the Company” means a business materially engaged in the competitive business of selling or distributing the following products manufactured by third parties: (x) printing and specialty papers, (y) packaging supplies and equipment, or (z) as it relates to printing and specialty papers, industrial and commercial maintenance supplies or graphic imaging supplies and equipment, in any manner engage locale of any country in which the business Company conducts such business. Notwithstanding the foregoing, the Company agrees that customers and suppliers of owning, operating, managing, any business that is the Company are not deemed to be competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminatedmerely based upon such status. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of the Company or any of its subsidiaries at any time during the twelve- (12) month period preceding such hiring; or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor or other business relation of the Company, its subsidiaries to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a).

Non-Compete, Non-Solicitation. In consideration of, and as a condition to the benefits afforded Employee under this Agreement and in consideration of the other rights and privileges of Employee, Employee agrees that: (a) In further consideration during the term of his[her] employment, Employee shall not, directly or indirectly, including among others as a director, officer, employee, agent, partner or equity owner (except as owner of less than 1% of the compensation to be paid to Executive hereundershares of the publicly traded stock of a corporation) of any entity, Executive acknowledges that compete in any manner with H▇▇▇▇▇, or if applicable, the course New Employer; (b) if at any time within the first year after a Change of his employment with the Company he has and shall become familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore, Executive has agreed that during the Employment Period and continuing for the later of Control either (i) twelve (12) months after termination of the Employment Period and Employee voluntarily terminates his[her] employment except for Good Reason or (ii) Employee is terminated for Cause, then for a period of one year following the period during which the Severance Paymentdate of such employment termination Employee shall not, if any, is being paid pursuant to Section 2D(b) (the “Noncompete Period”), to not directly or indirectly own indirectly, including among others as a director, officer, employee, agent, partner or equity owner (except as owner of less than 1% of the shares of the publicly traded stock of a corporation) of any interest entity, solicit or otherwise deal in any way with any of the clients or customers of H▇▇▇▇▇, or if applicable New Employer, as of the time of his[her] voluntary termination (including also and without limitation any client to whom H▇▇▇▇▇, or after a Change of Control New Employer, has sold services or products in the two years prior to termination and any prospective client or customer for whom a bid or proposal has been prepared within the previous six months) with respect to any services or products competitive with those of H▇▇▇▇▇; (c) if at any time within the first year after a Change of Control either (i) Employee’s employment is terminated by H▇▇▇▇▇ or a New Employer other than for Cause, or (ii) Employee terminates his[her] employment for Good Reason, then during the Coverage Period Employee shall not, directly or indirectly, including among others as a director, officer, employee, agent, partner or equity owner (except as owner of less than 1% of the shares of the publicly traded stock of a corporation) of any entity, solicit or otherwise deal in any way with any of the clients or customers of H▇▇▇▇▇, or if applicable New Employer, as of the time of his[her] voluntary termination (including also and without limitation any client to whom H▇▇▇▇▇, or after a Change of Control New Employer, has sold services or products in the two years prior to termination and any prospective client or customer for whom a bid or proposal has been prepared within the previous six months) with respect to any services or products competitive with those of H▇▇▇▇▇; (d) if at any time within the first year after a Change of Control either (i) Employee voluntarily terminates his[her] employment except for Good Reason or (ii) Employee is terminated for Cause, then for a period of two years following the date of such employment termination Employee shall not solicit for hire or hire, or in any manner, whether directly or indirectly, be involved in, manage, control, participate in, consult withor benefit from the solicitation for hire or hiring of, adviseany employee of H▇▇▇▇▇ or any person who was employed by H▇▇▇▇▇ within the six month period prior to such solicitation or hire (including employees and previous employees of New Employer who were employees of H▇▇▇▇▇ immediately prior to the Change of Control); and (e) if at any time within the first year after a Change of Control either (i) Employee’s employment is terminated by H▇▇▇▇▇ or a New Employer other than for Cause, render services foror (ii) Employee terminates his[her] employment for Good Reason, then during the Coverage Period and one-year period following the Coverage Period, Employee shall not solicit for hire or hire, or in any manner engage in the business of owningmanner, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not whether directly or indirectly through another entity (i) induce indirectly, be involved in, participate in, or attempt to induce benefit from the solicitation for hire or hiring of, any employee of the Company H▇▇▇▇▇ or any of its subsidiaries to leave the employ of the Company or such subsidiary, (ii) hire any person who was an employee of employed by H▇▇▇▇▇ within the Company or any of its subsidiaries at any time during the twelve- (12) six month period preceding prior to such hiring; solicitation or hire (iii) induce or attempt including employees and previous employees of New Employer who were employees of H▇▇▇▇▇ immediately prior to induce the Change of Control). Employee acknowledges that H▇▇▇▇▇’▇ legal remedies for a breach of this provision shall be inadequate and that in addition to any material customerother rights, supplierincluding among others the right to terminate further payments hereunder, licensee, licensor or other business relation of the Company, its subsidiaries H▇▇▇▇▇ shall be entitled to cease doing business with the Company or such subsidiary, other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)obtain injunctive relief to enforce this provision.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he has and shall will become familiar with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information confidential information concerning the Company and its Subsidiaries and that his services shall will be of special, unique and extraordinary value to the Company and its subsidiariesSubsidiaries. Therefore, Executive has agreed that agrees that: (a) during the Employment Period and continuing for the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) one year thereafter (the “"Noncompete Period”"), to not Executive shall not, directly or indirectly indirectly, own any interest in, manage, control, participate in, consult with, advise, render services for, or in any other manner engage in any enterprise in the business of owning, operating(i) creating, managing, adapting, applying, formatting, distributing, selling and/or licensing land map information databases representing roadways and related information, with or without additional location-dependent information, such as points-of-interest, traffic, weather, construction and other similar information, (ii) related database creation, access management, aggregation, updating and/or distribution of software, (iii) vehicle navigation software and logical extensions thereof, and/or (iv) providing consulting and/or other services in the fields of map databases and vehicle navigation and related software, in each case within any business that is competitive with the business geographical area in which the Company or any of its subsidiaries conducts at Subsidiaries engage (or have definitive plans to engage in such businesses as of the time date of termination) during the Employment Period is terminatedNoncompete Period. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 during the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiaries to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary in a position above the level of its subsidiaries Manager at any time during the twelve- (12) month period preceding such hiring; or Employment Period, and/or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, Company or any of its subsidiaries Subsidiaries to cease doing business with the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its Subsidiaries (including, without limitation, making any negative or disparaging statements or communications regarding the Company or any of its Subsidiaries); (c) if, at the time of enforcement of this Section 5, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 5 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel; (d) in the event of the breach or a threatened breach by Executive of any of the provisions of this Section 5, the Company, in addition and supplementary to other than rights and remedies existing in connection its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violation of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 5, the Noncompete Period shall be tolled until such breach or violation has been duly cured; and (e) the provisions of this Section 7 are in consideration of: (i) employment with ordinary course postthe Company, (ii) a grant to Executive of certain options to purchase shares of the Company's common stock and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in this Section 5 and in the Proprietary Rights Agreement do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive's ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company and/or its affiliates of the non-termination competitive activities undertaken enforcement of this Section 5 and/or the Proprietary Rights Agreement outweighs any potential harm to Executive of its enforcement by injunction or otherwise. In addition, Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement and is in full accord as permitted to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company now existing or to be developed in Section 3C(a)the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company CBOT he has and shall become familiar with the Company’s and its subsidiaries’ Companies' trade secrets and with other Confidential Information concerning the Companies and that his services shall be of special, unique and extraordinary value to the Company and its subsidiariesCBOT. Therefore, Executive has agreed that during the Employment Period and continuing for the later of agrees that, (i) twelve (12) months after termination of during the Employment Period and (ii) in the period during event the Employment Period is terminated by either party (which shall not include the Severance Payment, if any, is being paid expiration of the Employment Period pursuant to Section 2D(b4(a) hereof), for one year thereafter (the “"Noncompete Period”"), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive with the business which the Company or its subsidiaries conducts at the time the Employment Period is terminateda Competitor. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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 Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Companies to leave the employ of the Company Companies, or such subsidiaryin any way interfere with the relationship between the Companies and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Companies at any time during the twelve- (12) month period preceding such hiring; Noncompete Period or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Companies to cease doing business with the Company Companies, or in any way interfere with the relationship between any such subsidiarycustomer, supplier, licensee or business relation and the Companies. (c) During the Noncompete Period and at any time thereafter, neither Executive nor the CBOT will directly or indirectly through another person or entity make any negative or disparaging statements or communications regarding Executive or the Companies; provided that the CBOT will be permitted to make any disclosures with respect to a termination of Executive's Employment Period for Cause required by applicable law, including, but not limited to, disclosures required by the Commodity Exchange Act, as amended, the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended, and related regulations. (d) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Section 7 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (e) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7, the CBOT, in addition and supplementary to other than rights and remedies existing in connection with ordinary course post-termination competitive activities undertaken as permitted its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this Section 3C(a)7, the Noncompete Period shall be tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder and the Executive Stock made available for Executive's purchase hereunder, Executive acknowledges that in the course of his Executive's employment with the Company Publishing and its Affiliates, and Publishing's predecessor, he has prior to the date of this Agreement, and shall will during the Employment Period, become familiar with the Company’s Publishing's and its subsidiaries’ Affiliates' (and their predecessors') trade secrets secrets, business plans and business strategies and with other Confidential Information concerning Publishing and its predecessors and its Affiliates and that his Executive's services have been and shall be of special, unique and extraordinary value to the Company Publishing and its subsidiariesAffiliates. Therefore, Executive has agreed that agrees that, during the Employment Period and continuing for one (1) year thereafter (such period, the later of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “"Noncompete Period”"), to Executive shall not directly ----------------- or indirectly own any interest in, manage, control, participate inin (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, advise, render services for, or in any other manner engage in any business which is directly competitive with any business that Publishing or its Affiliates engages in or, to the knowledge of Executive, proposes to engage in during the Employment Period, including the business of owningpublishing technology- related magazines, operatingand developing content for use on the Internet and in other electronic media, managingrelating to computers, any business that is competitive with the business which Internet, gaming or other technology-related topics, anywhere in the Company or its subsidiaries conducts at the time the Employment Period is terminatedUnited States. Nothing herein shall prohibit Executive from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of a passive owner of not more than two percent (2%) of investment in the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active other participation in the business of any such corporation. (b) During the Employment Period and continuing for the later of one (i1) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”)year thereafter, Executive shall not directly or indirectly through another entity Person (i) induce or attempt to induce any employee of the Company Publishing or any of its subsidiaries Affiliate to leave the employ of the Company Publishing or such subsidiaryAffiliate, or in any way interfere with the relationship between Publishing or any Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company Publishing or any of its subsidiaries Affiliate at any time during the twelve- (12) month one year period preceding such hiring; or prior to the termination of the Employment Period, (iii) call on, solicit or service any customer, supplier, licensee, licensor, franchisee or other business relation of Publishing or any Affiliate in order to induce or attempt to induce such Person to cease or reduce doing business with Publishing or such Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and Publishing or any Affiliate (including, without limitation, making any negative statements or communications about Publishing or its Affiliates) or (iv) directly or indirectly acquire or attempt to acquire any business in the United States of America to which Publishing or any of its Affiliates has made an acquisition proposal prior to the Termination Date relating to the possible acquisition of such business (an "Acquisition Target") by Publishing or any of ------------------ its Affiliates, or take any action to induce or attempt to induce any material customerAcquisition Target to consummate any acquisition, supplier, licensee, licensor investment or other business relation of the Company, its subsidiaries to cease doing business similar transaction with the Company or such subsidiary, any Person other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(a)Publishing or any of its Affiliates.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in during the course of his employment with the Company and its Subsidiaries he has and shall become became familiar with the Company’s and its subsidiaries’ trade secrets and with other Confidential Information concerning the Company and its predecessors and its Subsidiaries and that his services shall be of special, unique and extraordinary value to the Company and its subsidiaries. ThereforeSubsidiaries, and therefore, Executive has agreed that during agrees that, from the Employment Period and continuing for the later date of (i) twelve (12) months after termination of the Employment Period and (ii) the period during which the Severance Paymentthis Agreement until September 21, if any, is being paid pursuant to Section 2D(b) 2007 (the “Noncompete Period”), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company or its Subsidiaries, as such businesses exist or were in process during his employment by the Company and its Subsidiaries, within any geographical area in which the Company or its subsidiaries conducts at the time the Employment Period is terminatedSubsidiaries engage or plan to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) % 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. In the event Executive is approached by a third party that is not a competitor of the Company and asked to advise such third party with respect to a potential acquisition of the Company, Executive may request the consent of the Company to act in such capacity and the Company will consider such request in good faith. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Noncompete Period”), Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Subsidiary to leave the employ of the Company or such subsidiarySubsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Subsidiary at any time during his employment by the twelve- (12) month period preceding such hiring; Company and its Subsidiaries or (iii) induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, its subsidiaries Company or any Subsidiary to cease doing business with the Company or such subsidiarySubsidiary, other than or in connection any way interfere with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(athe relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiaries). (c) If, at the time of enforcement of this paragraph 4, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this paragraph 4 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel. (d) In the event of the breach or a threatened breach by Executive of any of the provisions of this paragraph 4, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of this paragraph 4, the Noncompete Period shall be tolled until such breach or violation has been duly cured. Executive acknowledges that the restrictions contained in paragraph 4 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.

Non-Compete, Non-Solicitation. (a) In further consideration of the compensation to be paid to Executive Employee hereunder, Executive Employee acknowledges that in the course of his employment with the Company on and after the date hereof he shall become familiar, and during his employment with the Company prior to the date hereof he has and shall become familiar familiar, with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information concerning the Company and its predecessors and its affiliates and that his services have been and shall be of special, unique and extraordinary value to the Company and its subsidiariesCompany. Therefore, Executive has agreed that Employee agrees that, during the Employment Period and continuing for the later of Twenty-Four (i) twelve (1224) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) thereafter (the “Noncompete "Non-compete Period”"), to he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managing, any business that is competitive competing with the business businesses of the Company and its affiliates as such businesses exist or are in process on the date of the termination or expiration of the Employment Period, within any geographical area in the United States in which the Company or its subsidiaries conducts affiliates engage or plan to engage in such businesses. Employee is entitled to receive his Base Salary for the initial Non- compete Period payable in regular installments. Notwithstanding anything to the contrary in this Agreement, the Company may, at its sole option, extend the time Non-compete Period for up to two (2) additional 12-month periods by notifying Employee in writing at least 60 days prior to the Employment end of the Non-compete Period is terminatedor the end of the first 12-month extension thereof. If the Company so exercises its rights under the preceding sentence, Employee shall be entitled to continue to receive his Base Salary (or begin to receive his Base Salary after the termination of the initial Non-compete Period if Employee was not otherwise entitled to receive his Base Salary during the Initial Non-compete Period) payable in regular installments for such additional 12-month period and (if elected by the Company) such successive 12-month period (subject, in each case, to reductions as provided in this agreement). Nothing herein shall prohibit Executive Employee from being a passive owner of not more than two percent (2%) % of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive Employee has no active participation in the business of such corporation. (b) During the Employment Period and continuing for the later of (i) twenty-four (24) months after termination of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any of its subsidiaries affiliates to leave the employ of the Company or such subsidiaryits affiliates or in any way interfere with the relationship between the Company or its affiliates and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries affiliates at any time during the twelve- (12) month period preceding such hiring; Employment Period or (iii) call on, solicit or service any customer of the Company of its affiliates (including any person or entity that was a customer or other material business relation of the Company or its affiliates at any time during the 12-month period ending on the termination of the Employment Period), induce or attempt to induce any material customer, supplier, licensee, licensor licensor, franchisee or other business relation of the Company, Company or its subsidiaries affiliates to cease doing business with the FUELNATION Corporate Offices: 1700 North Dixie Highway, ▇▇▇▇▇ ▇▇▇, Boca Raton, Florida 33433 Telephone: 561-391-5883 Secure Fax: 561-391-46▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ress: www.FUELNATION.com FUEL NATION Company or such subsidiaryaffiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other than in connection with ordinary course post-termination competitive activities undertaken as permitted in Section 3C(abusiness relation and the Company or its affiliates (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its affiliates).

Non-Compete, Non-Solicitation. (ai) In further consideration of the compensation to be paid to Executive hereunder, Executive Each Seller hereby acknowledges that in the course of his employment with the Company he has and shall become such Seller is familiar with the Company’s and its subsidiaries’ 's trade secrets and with other Confidential Information Information. Each Seller acknowledges and agrees that the Company would be irreparably damaged if such Seller were to provide services to or otherwise participate in the business of any Person competing with the Company in a similar business and that his services shall be any such competition by such Seller would result in a significant loss of specialgoodwill by the Company. Each Seller further acknowledges and agrees that the covenants and agreements set forth in this SECTION 9.5 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, unique and extraordinary value to that none of Buyer or its Affiliates a would obtain the Company and its subsidiariesbenefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if such Seller breached the provisions of this SECTION 9.5. Therefore, Executive has agreed that during the Employment Period and continuing for the later of (i) twelve (12) months after termination in further consideration of the Employment Period amounts to be paid hereunder for such Seller's Company Stock and (ii) the period during which goodwill of the Severance PaymentCompany sold by Sellers, if anySellers covenant and agree that they will not, is being paid pursuant to Section 2D(b) (and will cause their Affiliates not to, without the “Noncompete Period”)prior written consent of Buyer, to not engage, directly or indirectly own any interest inindirectly, manage, control, participate in, consult with, advise, render services for, or in any manner engage in the business of owning, operating, managingunderwriting, administering or managing a health maintenance organization, preferred provider product, other health insurance product or any business that is competitive with other form of health insurance or benefit plan, including without limitation, the business operation of a rental network, or direct customer contracting, for a period of three (3) years following the Closing Date in any county in the State of Florida in which the Company or its subsidiaries conducts at the time the Employment Period is terminated. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) operates as 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 corporationClosing Date. (bii) During Each Seller agrees that until the Employment Period and continuing for the later of (i) twenty-four (24) months after termination third anniversary of the Employment Period and (ii) the period during which the Severance Payment, if any, is being paid pursuant to Section 2D(b) (the “Nonsolicitation Period”), Executive Closing such Seller shall not directly (and shall cause such Seller's Affiliates not to) directly, or indirectly through another entity Person, (i) induce or attempt to induce any employee of the Company or any of its subsidiaries Affiliates to leave the employ of the Company or such subsidiaryany of its Affiliates, or in any way interfere with the relationship between the Company or any of its Affiliates and any employee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries Affiliates at any time during the twelve- one-year period immediately prior to the date on which such hiring would take place (12it being conclusively presumed by the parties so as to avoid any disputes under this SECTION 9.5 that any such hiring within such one-year period is in violation of clause (i) month period preceding such hiring; above), or (iii) for so long as such Seller has continuing obligations under SECTION 9.5(i) above, induce or attempt to induce any material customer, supplier, provider, licensee, licensor or other business relation of the CompanyCompany or any of its Affiliates (including any Person that was a customer, supplier, provider, licensee or other business relation of the Company or any of its subsidiaries Affiliates at any time during the 12 month period immediately prior to such inducement or attempt to induce) to cease doing business with the Company or any of its Affiliates, or in any way seek to interfere with or adversely modify the relationship between any such subsidiarycustomer, supplier, provider, licensee or business relation and the Company or any of its Affiliates. Notwithstanding the foregoing, nothing in this SECTION 9.5(ii) shall prohibit Sellers or their Affiliates from employing an individual (a) with the consent of Buyer, (b) who responded to general solicitations in publications or on websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at an employee of the Company or any of its Affiliates, or (c) who was not an employee of the Company following the Closing Date. (iii) Nothing contained herein shall limit the right of Sellers or its Affiliates to maintain any ownership interest of two percent (2%) or less of the outstanding equity securities of any publicly traded corporation. Additionally, nothing contained herein shall be deemed to prohibit Sellers from owning stock or serving as officers and directors in Medical Centers of South Florida, Inc. or Intramed, Inc. (provided that, and for so long as, such companies are not performing activities competitive with the business of the Company as conducted on the Closing Date), or prohibit any relationships following the Closing as may be expressly provided for under the Medical Group Services Agreement. (iv) Each Seller agrees that such Seller shall not (and each Seller shall cause such Seller's Affiliates not to) (i) make any negative or derogatory statement or communication regarding Buyer, the Company or any of their respective parents, subsidiaries or employees with the intent to harm the Company or Buyer or such parents, subsidiaries or employees or (ii) make any disparaging statement or communication regarding Buyer, the Company or any of their respective Affiliates or employees. Buyer shall not make any derogatory or disparaging statement or communication regarding any Seller with the intent to harm such Persons. Nothing in this SECTION 9.5(iv) will prohibit the making of any truthful statements made by any Person in response to a lawful subpoena or legal proceeding or to enforce such Person's rights under this Agreement and the other than related documents, or in connection with ordinary course post-termination competitive activities undertaken any Action by or investigation or audit by a Governmental Authority. (v) If, at the time of enforcement of the covenants contained in this SECTION 9.5 (the "Restrictive Covenants"), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances (not to exceed the time period or area specified herein) shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by Law. Each Seller has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company's business and the substantial investment in the Company made by Buyer hereunder. Each Seller further acknowledges and agrees that the Restrictive Covenants are being entered into by it in connection with the sale by such Seller of such Seller's Company Stock and the goodwill of the Company's business and not directly or indirectly in connection with any other relationship with the Company. (vi) If any Seller or an Affiliate under the control of any Seller breaches, or threatens to commit a breach of, any of the Restrictive Covenants, the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Buyer, the Company or any of their respective Affiliates at law or in equity: (a) the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (b) the right and remedy to require such Seller to account for and pay over to the Company any profits, monies, accruals, increments or other benefits derived or received by such Person as permitted the result of any transactions constituting a breach of the Restrictive Covenants from the date such Seller was actually aware or was notified that such Seller was in Section 3C(a)breach of any of the Restrictive Covenants. (vii) In the event of any breach or violation by Sellers of any of the Restrictive Covenants, the time period of such covenant shall be tolled until such breach or violation is resolved.