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

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee shall not, directly or indirectly, own any interest in, manage, control, or in any manner engage in any business competing with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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 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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employeeduring the course of his employment with the Company, he shall become familiar with the Company Group’s trade secrets and with other confidential information concerning the Company Group and that his services shall be of special, unique, unique and extraordinary value to the Company. ThereforeCompany Group, Employee and, therefore, Executive agrees that, during Employee’s employment the Employment Period and for one (1) year following the termination of Employee’s employment with the Company for any reason thereafter (collectively, the “Noncompete Period”), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, be employed in an executive, managerial or administrative capacity by, or otherwise render executive, managerial or administrative services to, any company engaged in any manner engage in any the business competing of owning and operating power generation facilities or energy trading and marketing operations which competes with the actual businesses of the Company as on the date of the Termination Date (“Competitor”)termination or expiration of the Employment Period, within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates Company to leave the employ thereofof the Company, or in any way interfere with the relationship between the Company and any employee thereof, ; (ii) hire any person who was an a managerial or higher level employee or contractor of the Company during the last six months of the Employment Period; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship doing business with the Company, or in any way interfere with the relationship between any such Company Material Contact and customer, supplier, licensee or business relation of the Company (including, without limitation, making any negative or disparaging statements or communications about regarding the Company. The Company covenants that it will not, its subsidiariesand it will advise members of senior management of the Company and the Board not to, make any negative or affiliates)disparaging statements or communications regarding Executive. (c) If, at the time of enforcement of this Section 79, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee . Executive acknowledges and agrees that the restrictions contained in this Section 7 9 are enforceable reasonable and reasonable. Accordingly, should Employee assert that he has reviewed the provisions of this Agreement with his legal counsel. (d) Executive acknowledges that in the event of the breach or a threatened breach by Executive of any context that of the restrictions contained in provisions of this Section 7 are unenforceable or unreasonable9, Employee agrees that as of the date of such assertion Company would suffer irreparable harm, and, in addition and supplementary to other rights and remedies existing in its favor, the Company shall have no further obligation be entitled to provide him with 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 severance packages described provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 4 above9(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 confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one two years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall not, without the express written consent of the Company, directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any geographical area in which the Company engages or its Subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Subsidiary at any time during the three-month period prior to the expiration of the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliates). (cSubsidiaries) 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 which interference causes material monetary damage 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 packages described in Section 4 aboveor its Subsidiaries.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he will become familiar with the Company's trade secrets and with other confidential information concerning the Company and its predecessors and that his services shall have been and will be of special, unique, unique and extraordinary value to the Company. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one two years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall not, not directly or indirectly, own any interest inindirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any yellow page directory publishing business or any business competing with for the actual same customers as the businesses of the Company or its Affiliates as such businesses exist or are in process on the date of the Termination Date (“Competitor”), termination of Executive's employment within any geographical area in which the Company engages or its Affiliates engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive from (i) being a passive owner of not more than two percent (2%) 5% of the outstanding capital stock of any class of a corporation which is publicly tradedany corporation, so long as Employee Executive has no active participation in the business of such corporation, (ii) becoming employed by a competitor; provided that Executive is not directly or indirectly responsible for, or does not have control over, the business of such competitor which directly competes with any of the businesses of the Company or (iii) becoming an officer or director of any entity (other than a competitor) not affiliated with the Company. (b) During the Noncompete PeriodEmployment Period and for three years thereafter, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Affiliate to leave the employ thereofof the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Affiliate at any time during the Employment Period, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Affiliate to cease its relationship doing business with Companythe Company or such Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company (including, without limitation, making or any negative statements or communications about the Company, its subsidiaries, or affiliates)Affiliate. (c) If, at the time of enforcement of this Section paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and agrees that In 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 event of the date breach or a threatened breach by Executive of such assertion any of the Company shall have no further obligation provisions of this paragraph 7, the Company, in addition and supplementary to provide him with 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 severance packages described in Section 4 aboveprovisions hereof (without posting a bond or other security).

Non-Compete, Non-Solicitation. (a) In further consideration During the Term of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment Employment and for the one (1) year following period commencing on the termination of the Executive’s employment for any reason whatsoever, including expiration of the Term (the “Restricted Period”), the Executive shall not, without express prior written consent of the Company, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, partnership, sole proprietorship or other entity (collectively, an “entity”) “engaged in competition” (as defined below) with the Company or any of its subsidiaries (a “Competitor”). For purposes of the preceding sentence, (i) the term “proprietary interest” means direct or indirect ownership of an equity interest in an entity other than ownership of less than 2 percent of any class stock in a publicly-held entity, and (ii) an entity shall be considered to be “engaged in competition” if such entity is, or is a holding company for or a subsidiary of an entity which is engaged in the business of (A) providing banking, trust services, asset management advice, or similar financial services to consumers, businesses individuals or other entities, and (B) the entity, holding company or subsidiary maintains any physical offices for the transaction of such business located within 50 miles of the main office of the Company. (b) During the Restricted Period, and for a period of one year thereafter, the Executive shall not, either directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature, (i) call upon any person or entity which is or has been within 24 months prior to the termination or other cessation of the Executive’s employment for any reason, a customer of the Company or any subsidiary (each a “Customer”) for the direct or indirect purpose of soliciting or selling deposit, loan or trust products or services or (ii) induce any Customer to curtail, cancel, not renew, or not continue their business with the Company or any subsidiary. (c) During the Restricted Period, and for a period of one year thereafter, the Executive shall not, without the express prior written consent of the Company, directly or indirectly, (i) solicit or assist any third party in soliciting for employment any person employed by the Company or any of its subsidiaries at the time of the termination of the Executive’s employment (collectively, “Employees”), (ii) employ, attempt to employ or materially assist any third party in employing or attempting to employ any Employee, or (iii) otherwise act on behalf of any Competitor to interfere with the relationship between the Company or any of its subsidiaries and their respective Employees. (d) The Executive acknowledges that the restrictions contained in this Section 8 are reasonable and necessary to protect the legitimate interests of the Company and that any breach by the Executive of any provision contained in this Section 8 will result in irreparable injury to the Company for which a remedy at law would be inadequate. Accordingly, the Executive acknowledges that the Company shall be entitled to temporary, preliminary and permanent injunctive relief against the Executive in the event of any breach or threatened breach by the Executive of the provisions of this Section 8, in addition to any other remedy that may be available to the Company whether at law or in equity. With respect to any provision of this Section 8 finally determined by a court of competent jurisdiction to be unenforceable, such court shall be authorized to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law. If the covenants of Section 8 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce such covenants in any other jurisdiction and shall not bar or limit the enforceability of any other provisions. (e) The provisions of this Section 8 shall survive the termination of the Executive’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee shall not, directly or indirectly, own any interest in, manage, control, or in any manner engage in any business competing with the actual businesses of the whatsoever. The Company as of the Termination Date (“Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt be required to induce post any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor bond or other business relation of security in connection with any proceeding to enforce the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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 provisions 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 law8. (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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of Executive's employment with the Company Executive shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that Executive's services shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Term and for one year thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”"NONCOMPETE PERIOD"), Employee Executive shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any geographical area in which the Company engages or its Subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary at any time during the Employment Term or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact 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, Company or its subsidiaries, or affiliatesSubsidiaries). (c) If, at the time of enforcement of this Section paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and . Executive agrees that the restrictions contained in this Section paragraph 7 are enforceable and reasonable. Accordingly, should Employee assert in any context that . (d) In the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as event of the date 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 assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 abovebreach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration Executive acknowledges that in the course of his employment with the confidentialCompany pursuant to this Agreement he will become familiar, proprietary information and during the course of his employment by the Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees or any of its subsidiaries or affiliates or any predecessor thereof prior to the restrictions set forth in date of this paragraph. Employee acknowledges Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that Employee’s his services shall have been and will be of special, unique, unique and extraordinary value to the Company. Therefore, Employee . (b) Executive agrees that, that during Employee’s employment the Employment Period and for one (1) year following the termination of Employee’s employment with the Company for two years thereafter he shall not in any reason (collectively, the “Noncompete Period”), Employee shall notmanner, directly or indirectly, own through any interest inperson, managefirm or corporation, controlalone or as a member of a partnership or as an officer, director, stockholder, investor or employee 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, the security, alarm or monitoring products business or any other business then actively being conducted by the Group, in any business competing with the actual businesses of the Company as of the Termination Date (“Competitor”), within any geographical geographic area in which the Company Group is then conducting such business (whether 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 Group at the time subsequent to the Employment Period Executive first engages or assists in such businesses business activity (“Restricted Territory”a "Non-competitive Business Activity"). Employee . (c) Executive further agrees that during the Noncompete PeriodEmployment Period and for two years thereafter he shall not in any manner, Employee will not perform directly or indirectly, (i) induce or attempt to induce any employee of the same Company or similar services 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) in connection with any business to which the first sentence of (b) above applies, except where such activity constitutes a Competitor Non-competitive Business Activity, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in the Restricted Territory. Nothing herein this paragraph 10 shall prohibit Employee 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 capital stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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). (ce) If, at the time of enforcement of this Section 7paragraph, a court shall hold holds that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties parties hereto agree that the maximum durationperiod, scope or geographical area reasonable under such circumstances shall be substituted for the stated durationperiod, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum durationperiod, 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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including Executive acknowledges that in the severance payments, if any, Employee agrees course of Executive’s employment with the Company prior to the restrictions set forth in date of this paragraph. Employee acknowledges Agreement Executive has become familiar, and during Executive’s employment with the Company after the date of this Agreement Executive will become familiar, with the Company’s trade secrets and with other Confidential Information concerning the Company and its Affiliates and that EmployeeExecutive’s services have been and shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Affiliates. Therefore, Employee Executive agrees that, during Employee’s employment the period commencing on the date hereof and for one (1) year following ending on the first anniversary of the termination of Employee’s employment with the Company for any reason Employment Period (collectively, the “Noncompete Period”), Employee Executive shall not, not directly or indirectly, indirectly own any interest in, lease, manage, control, engage in, participate in, consult with, advise, render services for, or otherwise assist in any manner engage (in each applicable case, alone or in association with any Person), any Person in any business competing with the actual businesses of that the Company conducts or has specific plans to conduct as of the Termination Date (“Competitor”), within any geographical area in which date the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted TerritoryEmployment Period is terminated. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than two percent (2%) 5% of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself directly, or indirectly through another person or entity entity, (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Affiliate to leave the employ thereofof the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Affiliate at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Affiliate to cease its relationship doing business with Companythe Company or such Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee, licensor, franchisee or business relation and the Company or any Affiliate (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliatesAffiliates). (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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee shall not, directly or indirectly, own any interest in, manage, control, or in any manner engage in any business competing with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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 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 has the right, and has obtained and considered, such legal counsel as Employee deems necessary in considering and agreeing to the restrictions specified in this Section 7. 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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of The Executive acknowledges and agrees with the confidential, proprietary information Company shall provide to Employee during Employeethat the Executive’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees services to the restrictions set forth Company and its Subsidiaries are unique in this paragraphnature 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 a similar business. Employee The Executive further acknowledges that Employee’s services shall be in the course of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s his employment with the Company for any reason (collectively, he will become familiar with the “Company’s and its Subsidiaries’ trade secrets and with other Confidential Information. During the Noncompete Period”), Employee he shall not, directly or indirectly, own either for himself or for any interest inother Person, manage, control, permit his name to be used by or in any manner engage participate in any business competing with or enterprise (including, without limitation, any division, group or franchise of a larger organization) that engages or proposes to engage in the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor Business in the Restricted Territory. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect 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 Employee the Executive from being a mere passive owner ownership of not more than two percent (2%) of the outstanding capital stock of any class of a publicly-held corporation which whose stock is publicly traded, so long as Employee 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 Noncompete Nonsolicitation Period, Employee shall the Executive will not directly himself or indirectly through another person or entity Person: (i) induce or attempt to induce any employee of the CompanyCustomer, its subsidiaries or affiliates to leave the employ thereofsupplier, licensee, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor other business relation of the Company or any of its Subsidiaries to cease doing business or reduce its level of business with the Company or any of its Subsidiaries; (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, employee or any individual performing services as an independent contractor or other business relation of the CompanyCompany or any of its Subsidiaries to terminate their employment or consultancy with the Company or any of its Subsidiaries; (iii) recruit, for whom Employee had material contact solicit or hire any employee or any individual performing services as an independent contractor of the Company or any of its Subsidiaries (a “including during the three (3) months prior to and following the termination of employment of any such employee or independent contractor with the Company Material Contact”or any of its Subsidiaries), to cease its relationship with Company, ; or (iv) in any way intentionally or negligently interfere with the relationship between any such Company Material Contact Customer, supplier, licensee, employee, independent contractor or business relation and the Company (or any of its Subsidiaries, including, without limitation, knowingly 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 concerning the Company shall have no further obligation to provide him with the severance packages described in Section 4 aboveor any of its Subsidiaries.

Non-Compete, Non-Solicitation. (a) In further consideration Executive understands that Executive shall have access to and receive the benefit of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to discloseConfidential Information and special training, as well as the compensation to be paid to Employee hereundercome into contact with customers and potential customers, including the severance paymentswhich Confidential Information, if anytraining, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, uniqueknowledge, and extraordinary value contacts would provide invaluable benefits to the Company’s competitors and potential competitors. ThereforeExecutive acknowledges and understands that Company’s business, Employee agrees and Executive’s duties and responsibilities, are national in scope and that, during Employee’s employment and for one (1) year following the termination of Employee’s employment with the Company for any reason (collectivelyas a result, the “Noncompete Period”), Employee shall not, directly or indirectly, own any interest in, manage, control, or in any manner engage in any geographic restrictions herein are reasonable and necessary for the protection of Company’s legitimate business competing with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporationinterests. (b) During To protect Company’s interest in this information and in these contacts and relationships, and in consideration for Company entering into this Agreement, Executive agrees and covenants that for a period beginning on the Noncompete PeriodEffective Date of this Agreement and continuing until one year after the expiration or other termination of this Agreement, Employee Executive shall not (without Company’s prior written consent), directly himself or indirectly through another indirectly: (i) Engage in any business that provides similar or competitive products or services to Company’s products or services anywhere in the United States (except that Executive may own less than 3% of the common equity of any publicly traded entity); or (ii) Solicit or encourage, or assist other persons or entities to solicit or encourage, any customers to terminate or materially alter their relationship or to become a customer of any other person or entity (i) induce or attempt to induce any employee of the competing with Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or ; or (iii) induce Recruit, solicit or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with Companyhire, or in encourage or assist other persons or entities to recruit, solicit or hire, 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)employees. (c) If, at the time of enforcement of this Section 7, a court shall hold Executive understands and agrees that the durationforegoing covenant is reasonable as to time, area, and scope and is necessary to protect Company’s legitimate business interests. It is further agreed that such covenant shall be regarded as divisible and shall be operative as to time, area and scope to the extent it may be so operative, and if any part of such covenant is declared invalid, unenforceable, or area restrictions stated herein are unreasonable under circumstances then existingvoid as to time, area, or scope, the Parties agree that validity and enforceability of the maximum durationremainder shall not be affected. Similarly, scope if any provision of the foregoing covenant is found to be overly broad with respect to time, area or area scope, the parties authorize the appropriate tribunal to reform such provision, in accordance with the laws of such tribunal, to render the applicable provision 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 lawenforceable. (d) Employee Executive understands and acknowledges and that the determination of damages in the event of a breach of any provision of this Section 8 would be difficult. Executive agrees that the restrictions contained Company, in this addition to all other remedies it may have at law or in equity (and notwithstanding 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 18) shall have no further obligation the right to provide him with injunctive relief if there is a breach or possible breach without the severance packages described in Section 4 abovenecessity of proving the inadequacy or unavailability of damages as an effective remedy.

Non-Compete, Non-Solicitation. (a) In further consideration Executive understands that, during the course of the confidential, proprietary information Company shall provide to Employee during Employee’s his employment, which Employee promises not Executive shall have access to discloseand receive the benefit of Confidential Information and special training, as well as the compensation come into contact with customers and potential customers, which Confidential Information, training, knowledge, and contacts would provide invaluable benefits to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth Company’s competitors and potential competitors. To protect Company’s interest in this paragraph. Employee acknowledges that Employee’s services shall be of special, uniqueinformation and in these contacts and relationships, and extraordinary value to in consideration for Company entering into this Agreement, Executive agrees and covenants that for a period beginning on the Company. Therefore, Employee agrees that, during Employee’s employment Effective Date of this Agreement and for continuing until one (1) year following after the expiration or other termination of Employeethis Agreement, Executive shall not (without Company’s employment with the Company for any reason (collectively, the “Noncompete Period”prior written consent), Employee shall not, directly or indirectly, own any interest in, manage, control, or in any manner : (i) engage in any business that provides similar or competitive products or services anywhere in the United States (except that Executive may beneficially own less than 3% of the common equity of any publicly traded entity); or (ii) solicit or encourage, or assist other persons or entities to solicit or encourage, any customers to terminate or materially alter their relationship or to become a customer of any other person or entity competing with the actual businesses of the Company; or (iii) recruit, solicit or hire, or encourage or assist other persons or entities to recruit, solicit or hire, any Company as of the Termination Date (“Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporationemployees. (b) During Executive understands and agrees that the Noncompete Periodforegoing covenant is reasonable as to time, Employee area, and scope and is necessary to protect Company’s legitimate business interests. It is further agreed that such covenant shall be regarded as divisible and shall be operative as to time, area, and scope to the extent it may be so operative, and if any part of such covenant is declared invalid, unenforceable, or void as to time, area, or scope, the validity and enforceability of the remainder shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce be affected. Similarly, if any employee provision of the Companyforegoing covenant is found to be overly broad with respect to time, its subsidiaries or affiliates to leave the employ thereofarea, or scope, the parties authorize the appropriate tribunal to reform such provision, in any way interfere accordance with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor laws of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”)such tribunal, to cease its relationship with Company, or in any way interfere with render the relationship between any such Company Material Contact applicable provision reasonable and the Company (including, without limitation, making any negative statements or communications about the Company, its subsidiaries, or affiliates)enforceable. (c) If, at Executive understands and acknowledges that the time determination of enforcement damages in the event of a breach of any provision 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 8 would 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 difficult. Executive agrees that the restrictions contained Company, in this addition to all other remedies it may have at law or in equity (and notwithstanding Section 7 are enforceable and reasonable. Accordingly19), 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 the right to provide him with injunctive relief if there is a breach without the severance packages described in Section 4 abovenecessity of proving the inadequacy or unavailability of damages as an effective remedy.

Non-Compete, Non-Solicitation. (a) In further consideration Employee acknowledges that, in the course of Employee's employment with the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if anyCompany, Employee agrees to shall become familiar with the restrictions set forth in this paragraph. Employee acknowledges Company's trade secrets and with other Confidential Information concerning the Company and that Employee’s 's services shall be of special, unique, unique and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s his employment with the Company and for any reason two years thereafter (collectively, the “"Noncompete Period”"), Employee shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company Company, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Employee's employment, within any geographical area in which the Company engages or plans to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit 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 that is publicly traded, so long as Employee has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates Company to leave the employ thereofof the Company, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company at any time during the Employment Period (unless such employee was terminated by the Company), or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship doing business with the Company, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation 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 74, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) . Employee acknowledges and agrees that the restrictions contained in this Section 7 4 are enforceable and reasonable. Accordingly, should . (d) In the event of the breach or a threatened breach by Employee assert in of any context that of the restrictions contained in provisions of this Section 7 are unenforceable 4, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or unreasonable, Employee agrees that as equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the date provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Employee of this Section 4, the Noncompete Period shall be tolled until such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 abovebreach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one two years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”"NONCOMPETE PERIOD"), Employee he shall not, without the express written consent of the Company, directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any geographical area in which the Company engages or its Subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Subsidiary at any time during the three-month period prior to the expiration of the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliates). (cSubsidiaries) 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 which interference causes material monetary damage 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 packages described in Section 4 aboveor its Subsidiaries.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and that his services shall be of special, unique, unique and extraordinary value to the Company. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one two years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company Company, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any geographical area in which the Company engages or plans to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates Company to leave the employ thereofof the Company, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company at any time during the Employment Period (unless such employee was terminated by the Company), or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship doing business with the Company, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation 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 7paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and . Executive agrees that the restrictions contained in this Section 7 paragraph 6 are enforceable and reasonable. Accordingly, should Employee assert in any context that . (d) In the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as event of the date breach or a threatened breach by Executive of any of the provisions of this paragraph 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 paragraph 6, the Noncompete Period shall be tolled until such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 abovebreach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s If your employment with the Company is terminated for any reason reason, whether by the Company (collectivelywith or without cause) or by you, you agree that, for the “Noncompete duration of the Severance Period”), Employee shall except as permitted by the Company’s prior written consent, you are restricted from, in any capacity in which Proprietary Information (as defined in paragraph 17) or the Company’s trade secrets would reasonably be regarded as useful, engaging in, being employed by, or in any way advising or acting for any business which is a competitor of the Company with respect to the products or services provided by any business unit within the Company to which you devoted substantial attention in the year preceding termination of employment with the Company, and within the national and international geographic markets served by any such business unit. Depending on the scope of your responsibilities in the year preceding termination of employment with the Company, this restriction could potentially apply to a geographic area co-extensive with the Company’s operations, which are worldwide. You will be expected to confirm the terms of this section in writing at the time of termination of active employment. Without limiting the generality of the forgoing, you also agree that if you resign or otherwise voluntarily terminate your employment with the Company, you will not, for a period of 12 months from the date of your last date worked at the Company, directly or indirectly, own any interest inown, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of or be connected in any manner engage manner, including but not limited to holding the positions of shareholder, director, officer, consultant, independent contractor, employee, partner, or investor, with any of the following companies and their respective affiliates: [*****************]. Nothing in this paragraph shall prevent you from accepting employment or engaging with any such company as an owner, investor, officer, independent contractor, consultant or partner listed above if your subsequent duties or work do not relate to any services, products or materials of a kind or nature to which you gave significant attention during the two (2) years immediately before the termination of employment. You agree that for a period of twelve (12) months following the date of your departure (last day worked) from the Company, you will not solicit for employment any Meritor employee, unless permission to do so is granted to you in writing by the Committee, Meritor’s CEO or his designee. You acknowledge and agree that (a) the provisions in this paragraph 15 are reasonable and necessary to protect the legitimate business competing with the actual businesses interests of the Company as of the Termination Date (“Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporation. and (b) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere if your employment with the relationship between the Company and is terminated for any employee thereofreason, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with Company, or in any way interfere with the relationship between any such Company Material Contact and whether by the Company (includingwith or without cause) or by you, without limitation, making your employment and continued employment with the Company and/or any negative statements or communications about Severance Benefits provided pursuant to paragraph 6 (other than the Company, its subsidiaries, or affiliates). (cAccrued Obligations) 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 sufficient consideration 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 restrictive covenants set forth 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 packages described in Section 4 aboveparagraph 15.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he will become familiar with the trade secrets of the Company and its Subsidiaries and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall have been and will be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, : (a) during Employee’s employment the Employment Period and for one (1) year following the termination of Employee’s employment period commencing with the Company for any reason Separation and continuing until the first anniversary of the Separation (collectively, the “Noncompete Period”), Employee Executive shall not, within the United States, directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor is involved in the Restricted Territory. Nothing development, marketing, retail sale, administration or underwriting of non-standard automobile insurance programs anywhere in the United States; provided that nothing herein shall prohibit Employee Executive from being a passive owner of not more than two percent (2%) 5% of the outstanding capital stock equity interests of any class of a corporation which is publicly tradedcorporation, partnership, limited liability company, or other entity, so long as Employee Executive has no active participation in the business of such corporation.entity; (b) During during the Noncompete Period, Employee Executive shall not not, other than in the course of performing his duties on behalf of the Company while an officer thereof, directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the CompanyCompany or any of its Subsidiaries, its subsidiaries or affiliates other than a member of Executive’s family, to leave the employ thereofof the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person person, other than a member of Executive’s family, who was an employee or contractor of the Company or any of its Subsidiaries at any time during the one-year period immediately preceding the Separation, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any of its Subsidiaries to cease doing business with the Company or any of its relationship with CompanySubsidiaries, or (iv) directly or indirectly acquire or attempt to acquire an interest in any way interfere with business relating to the relationship between any such Company Material Contact and business of the Company (including, without limitation, making or any negative statements of its Subsidiaries and with which the Company or communications about the Company, any of its subsidiariesSubsidiaries has entertained discussions, or affiliates).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) Ifif, 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 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 durationperiod, scope and area permitted by law.; (d) Employee in the event of the breach by Executive of any of the provisions of this Section 7, the Company and its Subsidiaries, in addition and supplementary to other rights and remedies existing in 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 the Company and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges and agrees that the restrictions contained in Section 5, Section 6 and this Section 7 are enforceable 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 reasonable. Accordingly, should Employee assert in any context acknowledges that the restrictions contained in potential harm to the Company of the non-enforcement of Section 5, Section 6 and/or this Section 7 are unenforceable outweighs any potential harm to Executive of its enforcement by injunction or unreasonableotherwise. In addition, Employee 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 as of the date of such assertion the Company shall have no further obligation each and every restraint imposed by this Agreement is reasonable with respect to provide him with the severance packages described in Section 4 abovesubject matter, time period and geographical area.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he will become familiar with the Company's trade secrets and with other confidential information concerning the Company and its predecessors and that his services shall have been and will be of special, unique, unique and extraordinary value to the Company. Therefore, Employee Executive agrees that, during Employee’s employment the period in which Executive is receiving compensation hereunder and for one (1) year a period of three years following the termination of Employee’s Executive's employment with the Company for any reason (collectively, the “Noncompete "Non-Compete Period”"), Employee he shall not, not directly or indirectly, own any interest inindirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in the operation of any business competing supermarket, food store or retailer of health and beauty aids with the actual businesses retail locations located within a ten mile radius of the Company any store operated (defined herein as current stores or stores for which leases have been signed as of the Termination Date (“Competitor”), within any geographical area in which date of termination) by the Company engages or its subsidiaries as of the date of termination of Executive's employment with the Company. In addition, Executive acknowledges that he shall not accept employment in any managerial or consulting capacity with Whole Foods Markets, Inc. or any successor to or subsidiary or affiliate of such businesses (“Restricted Territory”). Employee further agrees that company during the Noncompete Non-Compete Period, Employee will not perform . Such Non-Compete Period shall terminate immediately at such time as the same Company and its subsidiaries no longer operate supermarkets or similar services for a Competitor in the Restricted Territoryfood stores. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than two percent (2%) 1% of the outstanding capital stock of any class of a corporation which is publicly tradedanother corporation, so long as Employee Executive has no active participation in the management or the business of such corporation. (b) During the Noncompete Non-Compete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i1) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any subsidiary of the Company to leave the employ thereofof the Company or such subsidiary, or in any way interfere with the relationship between the Company or any such subsidiary and any employee thereof, ; (ii) hire any person who was an employee or contractor of the Company or (iii2) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation relationship of the Company, for whom Employee had material contact (a “Company Material Contact”), or any subsidiary of the Company to cease its relationship doing business with Companythe Company or such subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any such subsidiary; or (including3) make an oral or written disparaging statement, without limitation, making any negative statements comment or communications remark about the CompanyCompany or any of its subsidiaries to any employee, customer, supplier, licensee or other business relationship of the Company or any of its subsidiaries, subsidiaries or affiliates). (c) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope to 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 intended use of any context that the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as member of the date of such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 abovepress.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of her employment with the Company she will become familiar with the Company's trade secrets and with other confidential information concerning the Company and its predecessors and that her services shall have been and will be of special, unique, unique and extraordinary value to the Company. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one two years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee she shall not, not directly or indirectly, own any interest inindirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any yellow page directory publishing business or any business competing with for the actual same customers as the businesses of the Company or its Affiliates as such businesses exist or are in process on the date of the Termination Date (“Competitor”), termination of Executive's employment within any geographical area in which the Company engages or its Affiliates engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive from (i) being a passive owner of not more than two percent (2%) 5% of the outstanding capital stock of any class of a corporation which is publicly tradedany corporation, so long as Employee Executive has no active participation in the business of such corporation, (ii) becoming employed by a competitor; provided that Executive is not directly or indirectly responsible for, or does not have control over, the business of such competitor which directly competes with any of the businesses of the Company or (iii) becoming an officer or director of any entity (other than a competitor) not affiliated with the Company. (b) During the Noncompete PeriodEmployment Period and for three years thereafter, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Affiliate to leave the employ thereofof the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Affiliate at any time during the Employment Period, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Affiliate to cease its relationship doing business with Companythe Company or such Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company (including, without limitation, making or any negative statements or communications about the Company, its subsidiaries, or affiliates)Affiliate. (c) If, at the time of enforcement of this Section paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and agrees that In 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 event of the date breach or a threatened breach by Executive of such assertion any of the Company shall have no further obligation provisions of this paragraph 7, the Company, in addition and supplementary to provide him with 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 severance packages described in Section 4 aboveprovisions hereof (without posting a bond or other security).

Non-Compete, Non-Solicitation. (a) In further consideration During the term of Executive's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Executive's employment with the Employer for any reason whatsoever, Executive shall not, either on his or her own account or for any person, firm, partnership, Employer, or other entity (a) solicit, interfere with, or endeavor to cause any Executive of the confidential, proprietary information Company shall provide Employer to Employee during Employeeleave the Employer’s employment, which Employee promises not or (b) induce or attempt to disclose, as well as the compensation induce any such Executive to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s employment breach any similar agreement with the Company for any reason (collectively, the “Noncompete Period”), Employee shall not, directly or indirectly, own any interest in, manage, control, or in any manner engage in any business competing with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporationEmployer. (b) During the Noncompete Periodterm of Executive's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Executive's employment with the Employer for any reason whatsoever, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce solicit, induce, or attempt to induce any employee past or current customer or vendor (including referral sources and lending institutions) of the Company, its subsidiaries Employer (a) to cease doing business in whole or affiliates to leave in part with or through the employ thereofEmployer, or in (b) to do business with any way interfere with the relationship between the Company and any employee thereofother person, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customerfirm, supplierpartnership, licenseecorporation, licensor, franchisee, contractor or other business relation of entity which performs services materially similar to or competitive with those provided by the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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)Employer. (c) IfDuring the term of Executive's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Executive's employment with the Employer for any reason whatsoever, at Executive (a) will not, directly or indirectly, own, manage, operate, control, be employed by, perform services for, consult with, solicit business for, participate in, or be connected with the time ownership, management, operation, or control of enforcement of this Section 7, a court shall hold any business which performs services or sell products materially similar to or competitive with those provided by the Employer within any state in which the Employer has provided services or sold products. Executive acknowledges that Employer sells products and provides services throughout 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 lawUnited States. (d) Employee Executive acknowledges and agrees that the restraints and restrictions contained set forth in this Section 7 covenant are enforceable and reasonablereasonably necessary to protect the legitimate business interests of the Employer. Accordingly, should Employee assert in any context Executive acknowledges that the restrictions contained in this Section 7 are unenforceable Employer’s legitimate business interests include, without limitation, trade secrets as that term is defined under Fla. Stat. 688.002 (4); valuable confidential business or unreasonableprofessional information; substantial relationships with specific prospective or existing customers, Employee agrees that as of the date of such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 aboveclient goodwill, an ongoing business practice evidenced by trade dress, a specific albeit global geographical location, specific marketing methods and areas, and specialized training.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s employment with the Company for any reason (collectivelyAward, the “Noncompete Period”), Employee shall notParticipant agrees and covenants not to: (i) Contribute his or her knowledge, directly or indirectly, own any interest inin whole or in part, manageas an employee, controlofficer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any manner engage other similar capacity to an entity engaged in any business competing with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services business as the Company and its Related Entities, as such business may be expanded from time to time, for a Competitor period of two years following the Participant’s termination of employment; provided that nothing in the Restricted Territory. Nothing herein this Section 3.2 shall prohibit Employee from being a passive owner the ownership of not more less than two five percent (25%) of the outstanding capital stock of a publicly-held corporation whose stock is traded on a national securities exchange or listed with the Nasdaq Stock Market; (ii) Directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any class employee of the Company or its Related Entities for two years following the Participant’s termination of employment; or (iii) Directly or indirectly, solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax and instant message), attempt to contact or meet with the current, former or prospective customers of the Company or any of its Related Entities for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or any of its Related Entities for a corporation which is publicly traded, so long as Employee has no active participation in period of two years following the business Participant’s termination of such corporationemployment. (b) During If the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity Participant breaches any of the covenants set forth in Section 3.2(a): (i) induce or attempt to induce All unvested portions of this Award (including any employee unvested shares of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company Restricted Stock and any employee thereof, Net Restricted Shares) shall be immediately forfeited; and (ii) hire any person who was an employee or contractor of 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 customer, supplier, licensee, licensor, franchisee, contractor permanent injunction or other business relation equitable relief against such breach or threatened breach from any court of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with Company, or in any way interfere with the relationship between any such Company Material Contact and the Company (includingcompetent jurisdiction, without limitationthe necessity of showing any actual damages or that money damages would not afford an adequate remedy, making and without the necessity of posting any negative statements bond or communications about the Companyother security. The aforementioned equitable relief shall be in addition to, its subsidiariesnot in lieu of, legal remedies, monetary damages or affiliates)other available forms of relief. (c) If, at If the time of enforcement of this Section 7, Participant has agreed to 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 non-compete and/or a non-solicitation provision in any context that other contract or agreement with the restrictions contained in this Section 7 are unenforceable or unreasonableCompany, Employee agrees that as of the date of such assertion then the Company shall have no further obligation may choose to provide him with enforce any other non-compete and/or non-solicitation provision to which the severance packages described Participant is bound to the extent such provision provides greater restrictions than those provided in Section 4 aboveSections 3.2(a) and 3.2(b) herein.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of Executive's employment with the Company Executive shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that Executive's services shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Term and for one year thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”"NONCOMPETE PERIOD"), Employee Executive shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any geographical area in which the Company engages or its Subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary at any time during the Employment Term or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliatesSubsidiaries). (c) If, at the time of enforcement of this Section paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 lawin this paragraph 7 are reasonable. (d) Employee acknowledges and agrees that In 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 event of the date 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 for the provisions hereof (without posting a bond or other security). In addition, in the event of any alleged breach or violation by Executive of this paragraph 7, the Noncompete Period shall be tolled until such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 abovebreach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) a. In further consideration of the confidential, proprietary information Company shall provide to Employee during EmployeeCompany’s employment, which Employee promises not to disclose, as well as hiring of Executive and the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employeeduring the course of his employment with the Company he shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and that his services shall be of special, unique, unique and extraordinary value to the Company. Therefore, Employee and therefore, Executive agrees that, during Employee’s employment the Employment Term and for one year thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee he shall notnot engage in Competition anywhere in California 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, to engage in “Competition” shall mean to: (i) directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for, operate or in any manner engage in any business competing with the actual businesses of the Company as of the Termination Date (“Competitor”), within any geographical area in which the Company engages in engages, or, to Executive’s knowledge at the date of termination of the Employment Term, has plans to engage (including, without limitation, if the Company, at the date of termination of the Employment Term, is negotiating, or has entered into, an agreement for an acquisition, joint venture or other transaction or the Chief Executive Officer has approved, on or prior to such businesses date, any new line of business, new geographic area, pursuing any acquisition or other similar action) directly or through third parties marketed or sold at the date of termination of the Employment Term (“Restricted Territory”). Employee further agrees provided that during the Noncompete Period, Employee will Executive shall not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit Employee be prohibited from being a passive owner of not more than two percent (2%) owning up to 5% of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. ), or (b) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (iii) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates Company to leave the employ of the Company, or in any way actively interfere with the relationship between the Company and any employee thereof, or (iii) hire directly or through another entity any person who was employed by the Company at any time during the Noncompete Period, within twelve (12) months following the date of termination of such person’s employment with the Company, or (iv) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with Company, or in any way interfere with the relationship between any such Company Material Contact and the Company thereof (including, without limitation, making by inducing or attempting to induce any negative statements such person or communications about entity to reduce the amount of business it does with 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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance paymentsExecutive Stock to be made available for Executive's purchase and the grant of the Options, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of Executive's employment with Publishing and its Affiliates, Executive will during the Employment Period become familiar with Publishing's and its Affiliates' (and their predecessors') trade secrets, business plans and business strategies and with other Confidential Information concerning Publishing and its Affiliates and that Executive's services have been and shall be of special, unique, unique and extraordinary value to the CompanyPublishing and its Affiliates. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one (1) year following the termination of Employee’s employment with the Company for any reason thereafter (collectivelysuch period, the “"Noncompete Period”"), Employee Executive shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in in, any business competing with the actual businesses of the Company as businesses (i) of International Data Group, Inc., CMP Media, Inc. (a subsidiary of United News & Media PLC), or CNET Networks, Inc. (the "Restricted Persons"), (ii) of any successor, assignee, partner, joint venture or collaboration partner, subsidiary, division or Affiliate of any of the Termination Date Restricted Persons, or (“Competitor”iii) in which any of the Restricted Persons owns an interest or participates, which any of the Restricted Persons manages or controls (whether as an officer, director, employee, partner, agent, representative or otherwise), within or with which any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in of the Restricted TerritoryPersons consults or to which any of the Restricted Persons otherwise provides management or financial support. Nothing herein shall prohibit Employee 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 capital stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active other participation in the business of any such corporation. (b) During the Noncompete PeriodEmployment Period and for one (1) year thereafter, Employee Executive shall not directly himself or indirectly through another person or entity Person (i) induce or attempt to induce any employee of the Company, its subsidiaries Publishing or affiliates any Affiliate to leave the employ thereofof Publishing or such Affiliate, or in any way interfere with the relationship between the Company Publishing or any Affiliate and any employee thereof, (ii) hire any person who was an employee of Publishing or contractor any Affiliate at any time during the one year period prior to the termination of the Company or Employment Period, (iii) induce call on, solicit or attempt to induce service any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), Publishing or any Affiliate in order to induce or attempt to induce such Person to cease its relationship or reduce doing business with CompanyPublishing or such Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company (Publishing or any Affiliate, including, without limitation, making any negative statements or communications about the Company, Publishing or its subsidiariesAffiliates, or affiliates). (civ) If, at directly or indirectly acquire or attempt to acquire any business in the time United States of enforcement America to which Publishing or any of this Section 7, a court shall hold that its Affiliates has made an acquisition proposal prior to the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, Termination Date relating to 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 possible acquisition of such assertion the Company shall have no further obligation business (an "Acquisition Target") by Publishing or any of its Affiliates, or take any action to provide him induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with the severance packages described in Section 4 aboveany Person other than Publishing or any of its Affiliates.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee ▇▇▇▇▇▇ acknowledges that Employeeduring ▇▇▇▇▇▇’s employment with the Company, ▇▇▇▇▇▇ has and will become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its Affiliates and that Holder’s services shall will be of special, unique, unique and extraordinary value to the CompanyCompany and its Affiliates. Therefore, Employee and in further consideration of the Restricted Stock Units to be granted to Holder hereunder, ▇▇▇▇▇▇ agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to enter into this Award Agreement and the Company would not have entered into this Award Agreement but for Holder’s agreement to such covenants. Holder agrees that, during Employeethe period commencing on the date hereof and ending on the two year anniversary of ▇▇▇▇▇▇’s employment and for one Termination (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Restricted Period”), Employee Holder shall not, not directly or indirectly, indirectly own any interest in, manage, control, engage in, participate in, consult with, contribute to or render services for (as an officer, director, employee or in any manner engage other regard), any Person that is in any business competing which competes with the actual businesses of any business that the Company as and/or its Affiliates conducts or has specific plans to conduct at the time of the Holder’s Termination Date (“Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor anywhere in the Restricted Territory. Nothing world; provided that, nothing herein shall prohibit Employee Holder from being a passive owner of not more less than two percent (2%) % of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee Holder has no active participation in the business of such corporation. (b) . During the Noncompete Restricted Period, Employee Holder shall not directly himself directly, or indirectly through another person or entity entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company, its subsidiaries Company or affiliates any Affiliate to leave the employ thereofof the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, (iii) make any statement or do any act intended to cause existing or potential customers of the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iv) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Affiliate to cease doing business with, or materially and adversely change the terms of its relationship with Companybusiness with, the Company or such Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee, licensor, franchisee or business relation and the Company (including, without limitation, making or any negative statements Affiliate. If the Committee determines in good faith that ▇▇▇▇▇▇ has breached or communications about threatened to breach any of the Company, its subsidiariescovenants contained herein, or affiliates). (c) Ifany restrictive covenant contained in an employment agreement or other agreement between Holder and any of the Company or any of its Affiliates, at to 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 extent permitted by applicable 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 packages described in Section 4 above.:

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s employment with the Company for any reason (collectivelyOption granted hereby, the “Noncompete Period”), Employee shall notParticipant agrees and covenants not to: (i) Contribute his or her knowledge, directly or indirectly, own any interest inin whole or in part, manageas an employee, controlofficer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any manner engage other similar capacity to an entity engaged in any business competing with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services business as the Company and its Related Entities, as such business may be expanded from time to time, for a Competitor period of two years following the Participant’s termination of employment; provided that nothing in the Restricted Territory. Nothing herein this Section 9 shall prohibit Employee from being a passive owner the ownership of not more less than two five percent (25%) of the outstanding capital stock of a publicly held corporation whose stock is traded on a national securities exchange or listed with the Nasdaq Stock Market; (ii) Directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any class employee of the Company or its Related Entities for two years following the Participant’s termination of employment; or (iii) Directly or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the current, former, or prospective customers of the Company or any of its Related Entities for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or any of its Related Entities for a corporation which is publicly traded, so long as Employee has no active participation in period of two years following the business Participant’s termination of such corporationemployment. (b) During If the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity Participant breaches any of the covenants set forth in Section 9(a) herein: (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company All unvested and any employee thereof, vested Options shall be immediately forfeited; and (ii) hire any person who was an employee or contractor of 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 customer, supplier, licensee, licensor, franchisee, contractor permanent injunction or other business relation equitable relief against such breach or threatened breach from any court of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with Company, or in any way interfere with the relationship between any such Company Material Contact and the Company (includingcompetent jurisdiction, without limitationthe necessity of showing any actual damages or that money damages would not afford an adequate remedy, making and without the necessity of posting any negative statements bond or communications about the Companyother security. The aforementioned equitable relief shall be in addition to, its subsidiariesnot in lieu of, legal remedies, monetary damages or affiliates)other available forms of relief. (c) If, at If the time of enforcement of this Section 7, Participant has agreed to 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 non-compete and/or a non-solicitation provision in any context that other contract or agreement with the restrictions contained in this Section 7 are unenforceable or unreasonableCompany, Employee agrees that as of the date of such assertion then the Company shall have no further obligation may choose to provide him with enforce any other non-compete and/or non-solicitation provision to which the severance packages described Participant is bound to the extent such provision provides greater restrictions than those provided in Section 4 aboveSections 9(a) and 9(b) herein.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employeeduring the course of his employment with the Company and its Subsidiaries and Affiliates he shall become familiar with, and during his employment with the Company he has become familiar with, the Company’s trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and Affiliates and that his services have been and shall continue to be of special, unique, unique and extraordinary value to the Company. ThereforeCompany and its Subsidiaries and Affiliates, Employee and therefore, Executive agrees that, during Employee’s employment the Employment Period and for one six months thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in in, any business or entity competing with the actual businesses of the Company or its Subsidiaries and Affiliates as such businesses exist or are in process during the Employment Period or on the date of the Termination Date termination or expiration of the Employment Period (“Competitor”it being understood that notwithstanding anything herein to the contrary, manufacturers, distributors, marketers and retailers who operate outside of the multi-level or network marketing channel of distribution shall not be deemed to be competitive with the business of the Company or its Subsidiaries and Affiliates), within any geographical area in which the Company engages or its Subsidiaries and Affiliates engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During In addition, during the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person Person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary or Affiliate to leave the employ thereofof the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Subsidiary or Affiliate at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor distributor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary or Affiliate to cease its relationship doing business with Companythe Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee, distributor or business relation and the Company or any Subsidiary or Affiliate (including, without limitation, making any negative or disparaging statements or communications about regarding the Company, Company or its subsidiaries, or affiliatesSubsidiaries and 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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee shall not, directly or indirectly, own any interest in, manage, control, or in any manner engage in any business competing with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), ” ) to cease its relationship with 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 78, 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 8 are enforceable and reasonable. Accordingly, should Employee assert in any context that the restrictions contained in this Section 7 8 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 packages described in Section 4 5 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he will become familiar with the trade secrets of the Company and its Subsidiaries and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall have been and will be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, : (a) during Employee’s employment the Employment Period and for one (1) year following the termination of Employee’s employment period commencing with the Company for any reason Separation and continuing until the end of the Severance Period (collectively, the “Noncompete Period”), Employee Executive shall not, within the United States, directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor is involved in the Restricted Territory. Nothing development, marketing, retail sale, administration or underwriting of non-standard automobile insurance programs anywhere in the United States; provided, that nothing herein shall prohibit Employee Executive from being a passive owner of not more than two percent (2%) 5% of the outstanding capital stock equity interests of any class of a corporation which is publicly tradedcorporation, partnership, limited liability company, or other entity, so long as Employee Executive has no active participation in the business of such corporation.entity; (b) During during the Noncompete Period, Employee Executive shall not not, other than in the course of performing his duties on behalf of the Company while an officer thereof, directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the CompanyCompany or any of its Subsidiaries, its subsidiaries or affiliates other than a member of Executive’s family, to leave the employ thereofof the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire any person person, other than a member of Executive’s family, who was an employee or contractor of the Company or any of its Subsidiaries at any time during the one-year period immediately preceding the Separation, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any of its Subsidiaries to cease doing business with the Company or any of its relationship with CompanySubsidiaries, or (iv) directly or indirectly acquire or attempt to acquire an interest in any way interfere with business relating to the relationship between any such Company Material Contact and business of the Company (including, without limitation, making or any negative statements of its Subsidiaries and with which the Company or communications about the Company, any of its subsidiariesSubsidiaries has entertained discussions, or affiliates).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) Ifif, 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 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 durationperiod, scope and area permitted by law.; (d) Employee in the event of the breach by Executive of any of the provisions of this Section 7, the Company and its Subsidiaries, in addition and supplementary to other rights and remedies existing in 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 the Company and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges and agrees that the restrictions contained in Section 5, Section 6 and this Section 7 are enforceable 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 reasonable. Accordingly, should Employee assert in any context acknowledges that the restrictions contained in potential harm to the Company of the non-enforcement of Section 5, Section 6 and/or this Section 7 are unenforceable outweighs any potential harm to Executive of its enforcement by injunction or unreasonableotherwise. In addition, Employee 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 as of the date of such assertion the Company shall have no further obligation each and every restraint imposed by this Agreement is reasonable with respect to provide him with the severance packages described in Section 4 abovesubject matter, time period and geographical area.

Non-Compete, Non-Solicitation. (a) In further consideration exchange for the benefits that the Employee will obtain in connection with the grant of the confidentialOptions, proprietary information the Employee hereby agrees to be bound by the terms and conditions of this Schedule A. In order to protect the value of the business of the Company shall provide and its direct and indirect Subsidiaries (the “Company Group”) as presently conducted and as contemplated to Employee during Employee’s employment, which Employee promises not to disclosebe conducted after the Grant Date (in the case of contemplated conduct, as well as evidenced by business activities that have been undertaken by the compensation Company or its Subsidiaries, or actions, activities or plans approved by the board of directors of the Company, in each case, on or prior to be paid to Employee hereunderthe Grant Date), including the severance payments, if any, Employee agrees to Business (as defined in the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees thatStockholders Agreement), during Employee’s employment and for one (1) year following the termination period of Employee’s employment with the Company and of its Subsidiaries and for any reason a period of one (collectively, 1) year thereafter (the “Noncompete Restricted Period”), . The Employee shall not, anywhere in the World in which the Company Group is engaged in the Business, directly or indirectly, own any interest in, operate, manage, control, initiate or engage in (or make plans to engage in), Participate in, invest in, permit its name to be used by, act as consultant or advisor to, render services for (alone or in association with any Person) or otherwise assist in any manner any Person that engages in or owns, operates, manages or controls any venture or enterprise which, directly or indirectly, engages or proposes to engage in any business competing with the actual businesses of the Company Business as presently conducted or as contemplated, as of the Termination Date (“Competitor”), within any geographical area in which date of the Employee’s termination of employment with the Company engages and its Subsidiaries, by the Company Group to be conducted in such businesses the future (a “Restricted TerritoryCompetitive Business”). Employee further agrees that during “Participate” means any direct or indirect interest in any enterprise, whether as an officer, director, manager, employee, partner, sole proprietor, agent, representative, independent contractor, executive, franchisor, franchisee, creditor, owner or otherwise. Notwithstanding the Noncompete Periodforegoing, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing nothing herein shall prohibit the Employee from (i) being a passive owner of not more than two one percent (21%) of the outstanding capital stock fully-diluted equity interests of any class of a corporation which is publicly traded, so long as traded entity engaged in the Competitive Business (it being understood and agreed that “passive owner” means that the Employee has no active participation role in the business operation of such corporation. entity or its businesses (b) During the Noncompete Periodwhether as an officer, Employee shall not directly himself director, manager or indirectly through another person partner or entity (i) induce as a consultant, employee or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereofother service provider)), (ii) hire performing any person who was an employee or contractor of services for the Company Group, or (iii) induce owning any equity interest of not more than one percent (1%) in a mutual fund or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor passive investment through a hedge or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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)private equity fund. (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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s during the course of his employment with the Company and its Subsidiaries he shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services have been and shall continue to be of special, unique, unique and extraordinary value to the Company. ThereforeCompany and its Subsidiaries, Employee and therefore, Executive agrees that, during Employee’s Executive's employment with the Company and/or any of its Subsidiaries and for one (1) year following the termination of Employee’s Executive's employment with (the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing or entity selling or offering for sale products or services competitive with the actual businesses Business (as defined below) of the Company or its Subsidiaries, as such Businesses exists or is in process during the Employment Period or on the date of the Termination Date (“Competitor”)termination or expiration of the Employment Period, within any geographical area in which the Company or its Subsidiaries engages or has made substantial, executable plans to engage in such Business. Such business (the “Business”) shall mean the research, development, manufacture, or sale of LED lighting devices, including but not limited to, LED lighting components, LED retrofit lamps, LED luminaires, LED fixtures and/or LED lighting systems, and shall not include any business or businesses (“Restricted Territory”). Employee further agrees that during of any parent entity or owner of the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted TerritoryCompany. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During In addition, during the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary at any time during the Employment Period or the six (6) months prior to the commencement of the Employment Period, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications about regarding the Company, Company or its subsidiaries, or affiliatesSubsidiaries). (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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of During the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as period (the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1“Restricted Period”) year following commencing on the termination of his/her employment for any reason whatsoever, except in the event of Change in Control, during the Term of Employment and ending one year thereafter, the Executive shall not, without express prior written consent of the Company, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, partnership, sole proprietorship or other entity (collectively, an “entity”) “engaged in competition” (as defined below) with the Company or any of its subsidiaries (a “Competitor”). For purposes of the preceding sentence, (i) the term “proprietary interest” means direct or indirect ownership of an equity interest in an entity other than ownership of less than 2 percent of any class stock in a publicly-held entity, and (ii) an entity shall be considered to be “engaged in competition” if such entity is, or is a holding company for or a subsidiary of an entity which is engaged in the business of (A) providing banking, trust services, asset management advice, or similar financial services to consumers, businesses individuals or other entities, and (B) the entity, holding company or subsidiary maintains any physical offices for the transaction of such business located within 50 miles of the main office of the Company. (b) During the Restricted Period, and for a period of one year thereafter, the Executive shall not, either directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature, (i) call upon any person or entity which is or has been within 24 months prior to the termination or other cessation of Executive’s employment for any reason, a customer of the Company or any subsidiary (each a “Customer”) for the direct or indirect purpose of soliciting or selling deposit, loan or trust products or services or (ii) induce any Customer to curtail, cancel, not renew, or not continue their business with the Company or any subsidiary. (c) During the Restricted Period, and for a period of one year thereafter, the Executive shall not, without the express prior written consent of the Company, directly or indirectly, (i) solicit or assist any third party in soliciting for employment any person employed by the Company or any of its subsidiaries at the time of the termination of the Executive’s employment (collectively, “Employees”), (ii) employ, attempt to employ or materially assist any third party in employing or attempting to employ any Employee, or (iii) otherwise act on behalf of any Competitor to interfere with the relationship between the Company or any of its subsidiaries and their respective Employees. (d) The Executive acknowledges that the restrictions contained in this Section 8 are reasonable and necessary to protect the legitimate interests of the Company and that any breach by the Executive of any provision contained in this Section 8 will result in irreparable injury to the Company for which a remedy at law would be inadequate. Accordingly, the Executive acknowledges that the Company shall be entitled to temporary, preliminary and permanent injunctive relief against the Executive in the event of any breach or threatened breach by the Executive of the provisions of this Section 8, in addition to any other remedy that may be available to the Company whether at law or in equity. With respect to any provision of this Section 8 finally determined by a court of competent jurisdiction to be unenforceable, such court shall be authorized to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law. If the covenants of Section 8 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce such covenants in any other jurisdiction and shall not bar or limit the enforceability of any other provisions. (e) The provisions of this Section 8 shall survive the termination of the Executive’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee shall not, directly or indirectly, own any interest in, manage, control, or in any manner engage in any business competing with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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, whatsoever so long as Employee has the termination of employment occurs during the Term of Employment. If there is no active participation in termination of Executive’s employment during the business Term of such corporation. (b) During Employment, the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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 provisions of this Section 7, a court 8 shall hold that expire and be of no further force and effect after the duration, scope Term of Employment. The Company shall not be required to post any bond or area restrictions stated herein are unreasonable under circumstances then existing, other security in connection with any proceeding to enforce 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 provisions of 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 packages described in Section 4 above8.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employeein the course of his employment with the Company he shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one year thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee he shall not, directly or 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, render services for, or in any other manner engage in any business competing or enterprise which distributes, provides, renders or sells products or services which compete with the actual businesses products or services of the Company as or any of its Subsidiaries (or any products or services the Company or any of its Subsidiaries are in the process of developing) anywhere in the United States (any of the Termination Date (foregoing, a “Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted TerritoryCompetitive Activity”). Employee further agrees 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 during the Noncompete Periodforegoing activities shall not include the passive ownership (i.e., Employee will Executive does not perform the same directly or similar services for a Competitor indirectly participate in the Restricted Territory. Nothing herein shall prohibit Employee from being a passive owner business or management of not more than two percent (2%the applicable entity) of less than 2% of the outstanding capital stock of any class of a publicly-held corporation whose stock is traded on a national securities exchange and which is publicly traded, so long as Employee has no active participation not primarily engaged in the business of such corporationproviding products or services which are similar to or compete with the products and services of the Company or any of its Subsidiaries (or any products or services the Company or any of its Subsidiaries are currently in the process of developing). 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 Company currently conducts its business on a nationwide scale throughout the United States and 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 Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary at any time during the Employment Period, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the CompanyCompany or its Subsidiaries) or (iv) service, its subsidiaries, engage in business with or affiliates). (c) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope provide products 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 services 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 customer of the date of such assertion Company or any Subsidiary with respect to any product or service provided or rendered by the Company shall have no further obligation to provide him with or any of its Subsidiaries or which the severance packages described Company or any of its Subsidiaries is in Section 4 abovethe process of developing.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunderExecutive under this Agreement and the securities made available for Executive's purchase under the Securities Purchase Agreements, including Executive acknowledges that in the severance paymentscourse of Executive's employment with the Company and its Affiliates, if any, Employee agrees he has prior to the restrictions set forth in date of this paragraph. Employee acknowledges Agreement, and will during the Employment Period, become familiar with the Company's and its Affiliates' (and their predecessors') trade secrets, business plans and business strategies and with other Confidential Information concerning the Company and its Affiliates and that Employee’s Executive's services have been and shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Affiliates. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one two (12) year following the termination of Employee’s employment with the Company for any reason years thereafter (collectivelysuch period, the “"Noncompete Period”"), Employee Executive shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business competing which is, directly or indirectly, competitive with the actual businesses of any business that the Company as of the Termination Date (“Competitor”), within any geographical area in which the Company or its Affiliates engages in such businesses (“Restricted Territory”). Employee further agrees that or is planning to engage in during the Noncompete Employment Period, Employee will including but not perform limited to the same or similar services business of providing thermal management products and solutions for a Competitor electronic products and developing and marketing computational fluid dynamics software, anywhere in the Restricted TerritoryWorld. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than two percent (2%) % of the outstanding capital stock securities of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of any such corporation. (b) During the Noncompete PeriodEmployment Period and for two (2) years thereafter, Employee Executive shall not directly himself or indirectly through another person or entity Person (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Affiliate to leave the employ thereofof the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Affiliate at any time during the two year period prior to the termination of the Employment Period, (iii) induce call on, solicit or attempt to induce service any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Affiliate in order to induce or attempt to induce such Person to cease its relationship or reduce doing business with Companythe Company or such Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Affiliate (including, without limitation, making any negative statements or communications about the Company, any Subsidiary or their Affiliates) or (iv) directly or indirectly acquire or attempt to acquire any business in the World to which the Company or any of its subsidiariesAffiliates, prior to the Termination Date, has made an acquisition proposal relating to the possible acquisition of such business by the Company or any of its Affiliates, or affiliateshas planned, discussed or contemplated making such an acquisition proposal (such business, an "Acquisition Target"). (c) If, at the time of enforcement of this Section 7or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, a court shall hold that the duration, scope investment 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 other similar transaction with any context that the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as of the date of such assertion Person other than the Company shall have no further obligation to provide him with the severance packages described in Section 4 aboveor any of its Affiliates.

Non-Compete, Non-Solicitation. (a) In further consideration During the term of Employee's employment with the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment Employer and for one (1) year following a period of twenty four months from the voluntary or involuntary termination of Employee’s 's employment with the Company Employer for any reason (collectively, the “Noncompete Period”)whatsoever, Employee shall not, directly either on his or indirectlyher own account or for any person, own any interest infirm, managepartnership, controlEmployer, or in other entity (a) solicit, interfere with, or endeavor to cause any manner engage in Employee of the Employer to leave the Employer’s employment, or (b) induce or attempt to induce any business competing such Employee to breach any similar agreement with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporationEmployer. (b) During the Noncompete Periodterm of Employee's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Employee's employment with the Employer for any reason whatsoever, Employee shall not directly himself or indirectly through another person or entity (i) induce solicit, induce, or attempt to induce any employee past or current customer or vendor (including referral sources and lending institutions) of the Company, its subsidiaries Employer (a) to cease doing business in whole or affiliates to leave in part with or through the employ thereofEmployer, or in (b) to do business with any way interfere with the relationship between the Company and any employee thereofother person, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customerfirm, supplierpartnership, licenseecorporation, licensor, franchisee, contractor or other business relation of entity which performs services materially similar to or competitive with those provided by the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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)Employer. (c) IfDuring the term of Employee's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Employee's employment with the Employer for any reason whatsoever, at Employee (a) will not, directly or indirectly, own, manage, operate, control, be employed by, perform services for, consult with, solicit business for, participate in, or be connected with the time ownership, management, operation, or control of enforcement of this Section 7, a court shall hold any business which performs services or sell products materially similar to or competitive with those provided by the Employer within any state in which the Employer has provided services or sold products. Employee acknowledges that Employer sells products and provides services throughout 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 lawUnited States. (d) Employee acknowledges and agrees that the restraints and restrictions contained set forth in this Section 7 covenant are enforceable and reasonablereasonably necessary to protect the legitimate business interests of the Employer. Accordingly, should Employee assert in any context acknowledges that the restrictions contained in this Section 7 are unenforceable Employer’s legitimate business interests include, without limitation, trade secrets as that term is defined under Fla. Stat. 688.002 (4); valuable confidential business or unreasonableprofessional information; substantial relationships with specific prospective or existing customers, client goodwill, an ongoing business practice evidenced by trade dress, a specific albeit global geographical location, specific marketing methods and areas, and specialized training. (e) In keeping with Employee's fiduciary duties to the Company, Employee agrees that as while employed by the company he shall not, acting alone or in conjunction with others, directly or indirectly, become involved in a conflict of interest or, upon discovery thereof, allow such a conflict to continue. Moreover, Employee agrees that he shall immediately disclose to the Company any facts which might involve any reasonable possibility of a conflict of interest. It is agreed that any direct or indirect interest, connection with, or benefit from any outside activities, where such interest might in any way adversely affect the Company, involves a possible conflict of interest. Circumstances in which a conflict of interest on the part of Employee might arise, and which must be reported immediately by Employee to the Company, include, but are not limited to, the following: · ownership of a material interest in any supplier, contractor, subcontractor, customer, or other entity with which the Company does business; · acting in any capacity, including director, officer, partner, consultant, employee, distributor, agent, or the like for a supplier, contractor, subcontractor, customer, or other entity with which the Company does business; · accepting, directly or indirectly, payment, service, or loans from a supplier, contractor, subcontractor, customer, or other entity with which the Employee does business, including, but not limited to, gifts, trips, entertainment, or other favors of more than a nominal value; · misuse of the date Company's information or facilities to which Employee has access in a manner which will be detrimental to the Employee's interest, such as utilization for Employee’s own benefit of such assertion know-how, inventions, or information developed through the Employee's business activities; · disclosure or other misuse of information of any kind obtained through Employee's connection with the Company; · appropriation by Employee or the diversion to others, directly or indirectly, of any business opportunity in which it is known or could reasonably be anticipated that the Company shall have no further obligation to provide him would be interested; and · the ownership, directly or indirectly, of a material interest in an enterprise in competition with the severance packages described Company, or acting as an owner, director, principal, officer, partner, consultant, employee, agent, servant, or otherwise of any enterprise which is in Section 4 abovecompetition with the Company.

Non-Compete, Non-Solicitation. (a) In further consideration of Executive acknowledges and agrees that should Executive depart the confidentialCompany 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 Company shall provide to Employee during Employee’s employmentinformation, which Employee promises not to discloseConfidential Information and trade secrets, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees related to the restrictions set forth in this paragraphbusiness, that Executive was required to know, and use, on a day-to-day basis while employed by the Company. Employee Executive also acknowledges that Employeeduring the course of his employment with the Company and its Subsidiaries he shall become intimately familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one (1) year following the termination of Employee’s employment with the Company for any reason thereafter (collectively, the “Noncompete Period”), Employee he shall not, other than with the prior written consent of the Company, directly or indirectly, indirectly own any interest in, or, in a business capacity, manage, control, participate in, consult with, render services for, be employed by, or in any manner engage in in, any business or entity competing with the actual 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 Date (“Competitor”)termination of the Employment Period, within any geographical area in which the Company engages or its Subsidiaries engage in such business or actively plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during at the Noncompete Period, Employee will not perform time of Executive’s departure from the same or similar services for a Competitor in the Restricted TerritoryCompany. Nothing herein shall prohibit Employee Executive 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 Employee 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 Noncompete Period, Employee Executive shall not not, other than with the prior written consent of the Company, directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary during the 6-month period prior to the date of Executive’s employment termination or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for Company or any Subsidiary with whom Employee Executive had any material contact (a “while employed by the Company Material Contact”), to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company (includingor any Subsidiary. During and after the Employment Period, without limitationExecutive shall not directly or indirectly through another person or entity disparage, making criticize, defame, slander or otherwise make 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 regarding the Company shall have no further obligation to provide him with the severance packages described in Section 4 aboveor 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 confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Consultant acknowledges that Employee’s in the course of providing services shall for the Network he will become familiar with the Network's trade secrets and with other confidential information concerning the Network and that their services will be of special, unique, unique and extraordinary value to the CompanyNetwork. Therefore, Employee Consultant agrees that, during Employee’s employment the Consulting Period and for one (1) year following two years after the termination of Employee’s employment with the Company this Agreement, such termination being for any reason whatsoever (collectively, the “Noncompete "Non-Compete Period”"), Employee he shall not, not directly or indirectly, own any interest in, indirectly manage, control, consult with or in any manner engage in render services as an advisor, consultant, officer or salesperson for any business competing with the actual businesses business of the Company Network, which is an information or entertainment network which has as of its primary business, marketing to colleges or universities (and military bases if Consultant assists the Termination Date Network in its expansion) (“Competitor”), the "Business") within any geographical area in which the Company Network engages or plans to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Periodbusinesses, Employee will not perform the same or similar services for a Competitor which is in the Restricted TerritoryUnited States of America. Nothing Notwithstanding the foregoing, nothing herein shall prohibit Employee Consultant, from being a passive owner of not more than two percent (2%) 5% of the outstanding capital stock of any class of a corporation company which is publicly tradedtraded that competes with the Business, so long as Employee Consultant has no active participation in the management or the business of such corporationcompany. (b) During the Noncompete Non-Compete Period, Employee Consultant shall not directly himself or indirectly, on behalf of any Person in the Business solicit, encourage, entice or induce (or attempt to do any of the foregoing) a customer of Network with whom Consultant had contact while providing services for the Network to cease doing business with Network. (c) During the Consulting Period and for eighteen months thereafter, Consultant shall not directly or indirectly through another person or entity (i) knowingly solicit, encourage, interview, entice, discuss with or induce or attempt to induce any employee of the Company, its subsidiaries or affiliates Network to leave the employ thereofof the Network, or in any way interfere with the relationship between the Company Network and any employee thereof, (ii) knowingly hire any person who was an employee or contractor of the Company Network at any time during the Consulting Period or (iii) knowingly induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), Network to cease its relationship doing business with Companythe Network, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company (including, without limitation, making any negative statements or communications about the Company, its subsidiaries, or affiliates)Network. (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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee ▇▇▇▇▇▇ acknowledges that Employeeduring ▇▇▇▇▇▇’s employment with the Company, ▇▇▇▇▇▇ has and will become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its Affiliates and that Holder’s services shall will be of special, unique, unique and extraordinary value to the CompanyCompany and its Affiliates. Therefore, Employee and in further consideration of the Performance Stock Units to be granted to Holder hereunder, ▇▇▇▇▇▇ agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to enter into this Award Agreement and the Company would not have entered into this Award Agreement but for ▇▇▇▇▇▇’s agreement to such covenants. Holder agrees that, during Employeethe period commencing on the date hereof and ending on the two year anniversary of ▇▇▇▇▇▇’s employment and for one Termination (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Restricted Period”), Employee Holder shall not, not directly or indirectly, indirectly own any interest in, manage, control, engage in, participate in, consult with, contribute to or render services for (as an officer, director, employee or in any manner engage other regard), any Person that is in any business competing which competes with the actual businesses of any business that the Company as and/or its Affiliates conducts or has specific plans to conduct at the time of the Holder’s Termination Date (“Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor anywhere in the Restricted Territory. Nothing world; provided that, nothing herein shall prohibit Employee Holder from being a passive owner of not more less than two percent (2%) % of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee Holder has no active participation in the business of such corporation. (b) . During the Noncompete Restricted Period, Employee Holder shall not directly himself directly, or indirectly through another person or entity entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company, its subsidiaries Company or affiliates any Affiliate to leave the employ thereofof the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, (iii) make any statement or do any act intended to cause existing or potential customers of the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iv) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Affiliate to cease doing business with, or materially and adversely change the terms of its relationship with Companybusiness with, the Company or such Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee, licensor, franchisee or business relation and the Company (including, without limitation, making or any negative statements Affiliate. If the Committee determines in good faith that ▇▇▇▇▇▇ has breached or communications about threatened to breach any of the Company, its subsidiariescovenants contained herein, or affiliates).any restrictive covenant contained in an employment agreement or other agreement between Holder and any of the Company or any of its Affiliates, to the extent permitted by applicable law: (ca) If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope any unvested 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 vested but unsettled Performance Stock Units 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 immediately forfeited effective as of the date of such assertion breach, unless sooner terminated by operation of another term or condition of this Award Agreement or the Plan, and Holder shall deliver to the Company (or take all steps necessary to effectuate the delivery of), no later than five (5) days following such determination, any shares of Stock issued upon the settlement of Holder’s Performance Stock Units and any proceeds resulting from the sale or other disposition (including to the Company) of shares of Stock issued upon settlement of Holder’s Performance Stock Units; and (b) Holder hereby consents and agrees that the Company shall have no further obligation be entitled to provide him seek, in addition to other available remedies, a temporary or permanent injunction or other 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. Each of the Company’s Affiliates not party to this Award Agreement is intended to be third-party beneficiaries of the provisions of the restrictive covenants set forth herein, and such provisions may be enforced by each of them in accordance with the severance packages described terms hereof in Section 4 aboverespect of the rights granted to each such entity hereunder. It is expressly understood and agreed that, if a final judicial determination is made by a court having jurisdiction (without regard to any ability to appeal or whether an appeal is in fact taken, during the pendency of that appeal) that the time or territory restrictions or any other provision herein related to the restrictive covenants is an unreasonable or otherwise unenforceable restriction against Holder, the provisions herein related to the restrictive covenants shall not be rendered void, but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. ▇▇▇▇▇▇ acknowledges and agrees that the provisions herein related to the restrictive covenants shall continue to apply following Holder’s Termination, regardless of the reason for such Termination.

Non-Compete, Non-Solicitation. (a) In further consideration of For a period commencing on the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, Effective Date hereof and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for ending one (1) year following after the termination of Employee’s employment with date Executive ceases to be employed by the Company for any reason (collectively, the “Noncompete Non-Competition Period”), Employee shall ): (A) Executive will not, directly or indirectly, own at any interest intime during the Non-Competition Period, managewithout the prior written consent of the Company, controlin any manner whatsoever, whether individually or as an employee, officer, principal, partner, joint venturer, shareholder, member, manager, director, agent or representative of, or lender, consultant or independent contractor to, or jointly or in conjunction with, any person or entity, or in any manner other capacity, other than on behalf of or for the benefit of the Company: (i) anywhere within the United States and its external possessions, or Canada, engage or participate in any a business competing with which is competitive with, directly or indirectly, the actual businesses business of the Company as of (the Termination Date (“CompetitorBusiness”), within and shall not make any geographical area in which investments in, or loans to, any such competitive entity, except that the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will foregoing shall not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit Employee restrict Executive from being a passive owner of not more than two acquiring up to five percent (25%) of the outstanding capital voting stock of any class of entity whose securities are listed on a corporation which is publicly tradednationally recognized stock exchange. Notwithstanding the foregoing, so long as Employee has no active participation in the business of such corporation. (bthis Section 7(A)(i) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity be deemed violated solely by virtue of the Executive’s ownership interest in Mirror Pharmaceuticals LLC (“Mirror”), provided that: (i) induce or attempt to induce any employee the Executive’s ownership interest in Mirror never exceeds the percentage interest existing on the date hereof (and, for avoidance of the Companydoubt, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereofshall never be a Controlling interest), (ii) hire the Executive is never actively engaged in the day-to-day operations of Mirror, and (iii) Mirror is never engaged in any person who was an employee business other than the (x) development (y) manufacture or contractor (z) distribution of self-manufactured finished dosage form products; (ii) cause or seek to persuade any Business Associate to discontinue or materially modify its relationship with the Company or cause or seek to persuade any prospective Business Associate to determine not to enter into a business relationship, or to materially modify its contemplated business relationship, with the Company. For purposes of this section, (iiia) induce or attempt to induce any the term “Business Associate” shall mean a customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with Companyclient, or in any way interfere supplier who has done business with the relationship between any such Company Material Contact within two (2) years preceding the date of this Agreement and (b) the term “prospective Business Associate” shall mean a Business Associate who was solicited to become a Business Associate by the Company (including, without limitation, making any negative statements other than solely through a mass mailing or communications about similar communication) during the Company, its subsidiaries, or affiliates). two (c2) 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 years preceding the date of such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 above.this Agreement;

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he will become familiar with the Company's trade secrets and with other confidential information concerning the Company and that his services shall will be of special, unique, unique and extraordinary value to the Company. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period, during any period in which he is receiving payments pursuant to paragraph 4 or for which he has received a lump sum payment pursuant to this Agreement or any subsequent agreement, and for one two years after such termination (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete "Non-Compete Period”"), Employee he shall not, not directly or indirectly, own any interest inindirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company as of the Termination Date (“Competitor”which business is an information or entertainment network marketing to colleges and universities), within any geographical area in which the Company engages or plans to engage in such businesses (“Restricted Territory”)businesses. Employee further agrees that during Notwithstanding the Noncompete Periodforegoing, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing nothing herein shall prohibit Employee Executive from (i) continuing his ownership, management and/or control of any business in which and to the extent which he held such interests and managed such interests prior to the Non-Compete Period, or (ii) being a passive owner of not more than two percent (2%) 5% of the outstanding capital stock of any class of a corporation company which is publicly traded, so long as Employee Executive has no active participation in the management or the business of such corporationcompany. (b) During the Noncompete PeriodEmployment Period and for eighteen months thereafter, Employee Executive shall not directly himself or indirectly through another person or entity (i) solicit, encourage, interview, entice, discuss with or induce or attempt to induce any employee of the Company, its subsidiaries or affiliates Company to leave the employ thereofof the Company, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company at any time during the Employment Period or (iii) induce or attempt to induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation of the Company, for Company with whom Employee he had material contact (a “Company Material Contact”), to cease its relationship doing business with the Company, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation 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 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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employeeduring the course of his employment with the Company and its Subsidiaries and Affiliates he shall become familiar with, and during his employment with the Company he has become familiar with, the Company’s trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and Affiliates and that his services have been and shall continue to be of special, unique, unique and extraordinary value to the Company. ThereforeCompany and its Subsidiaries and Affiliates, Employee and therefore, Executive agrees that, during Employee’s employment the Employment Period and for one twelve months thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in in, any business or entity competing with the actual businesses of the Company or its Subsidiaries and Affiliates as such businesses exist or are in process during the Employment Period or on the date of the Termination Date (“Competitor”)termination or expiration of the Employment Period, within any geographical area in which the Company engages or its Subsidiaries and Affiliates engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During In addition, during the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person Person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary or Affiliate to leave the employ thereofof the Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between the Company or any Subsidiary or Affiliate and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Subsidiary or Affiliate at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor distributor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary or Affiliate to cease its relationship doing business with Companythe Company or such Subsidiary or Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee, distributor or business relation and the Company or any Subsidiary or Affiliate (including, without limitation, making any negative or disparaging statements or communications about regarding the Company, Company or its subsidiaries, or affiliatesSubsidiaries and 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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one two years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall notnot without the express written consent of the Company, directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, advise, render services for, or in any manner engage in any business activity competing with the actual businesses of the Company as of the Termination Date (“Competitor”), or its Subsidiaries within any geographical area in which the Company engages or its Subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during as of the Noncompete Period, Employee will not perform date of the same or similar services for a Competitor in the Restricted Territorytermination of Executive's employment. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Subsidiary at any time during the three-month period prior to the expiration of the Employment Period or (iiiii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliates). (cSubsidiaries) 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 which interference causes material monetary damage 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 packages described in Section 4 aboveor its Subsidiaries.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of Executive's employment with the Company Executive shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that Executive's services shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Term or any extension term and for one a period of twelve (112) year following the termination of Employee’s employment with the Company for any reason (collectivelymonths thereafter or if Executive is entitled to receive payments pursuant to paragraph 4(b)(i)(x), the “"Deemed Remaining Months" (as defined in paragraph 4(b)(i)(x)) (as applicable, the "Noncompete Period”"), Employee Executive shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any geographical area in which the Company engages or its Subsidiaries engage or actively plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no direct or indirect active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact 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, Company or its subsidiaries, or affiliatesSubsidiaries). (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 Section paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and . Executive agrees that the restrictions contained in this Section paragraph 7 are enforceable and reasonable. Accordingly, should Employee assert in any context that . (d) In the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as event of the date 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 assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 abovebreach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he shall become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment and for one (1) year following the termination period of Employee’s Executive's employment with the Company and for any reason two years thereafter (collectively, the “"Noncompete Period”"), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any geographical area in which the Company engages or its Subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee of the Company or contractor of any Subsidiary at any time during the period Executive was employed with the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliatesSubsidiaries). (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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s services shall in the course of his employment with the Company he will become familiar with trade secrets and other confidential information concerning the Company and that his service will be of special, unique, unique and extraordinary value to the Company. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one eighteen (118) year following months thereafter (unless Executive is terminated without Cause, is deemed to have been terminated without Cause pursuant to Section 4(b), 4(c), or 4(d) or is terminated as a result of Executive's permanent disability, in which cases the period shall last until the termination of Employee’s employment with the Company for any reason Employment Period but not beyond) (collectively, the “"Noncompete Period”"), Employee he shall not, not directly or indirectly, own any interest inindirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any Bio-logic Systems Corp. Form 10-QSB business competing with the actual businesses business of the Company as such business exists or is in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within North America, Puerto Rico or any geographical area country in which the Company engages manufactures, distributes or sells products (or in such businesses (“Restricted Territory”). Employee further agrees that which the Company manufactured, distributed or sold products during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorytwelve-month period preceding termination of Executive's employment). Nothing herein shall prohibit Employee Executive from being a passive owner of not more than two five percent (25%) of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity indirectly: (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates Company to leave the employ thereofof the Company, or in any way interfere with the relationship between the Company and any employee thereof, ; (ii) hire any person (other than Executive's secretary) who was an employee or contractor of the Company at any time during the six (6) month period prior to the end of the Employment Period; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship doing business with the Company, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation 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 76, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then than existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and agrees that In the restrictions contained in event of the breach or a threatened breach by Executive of any of the provisions of this Section 7 are enforceable 6, the Company, in addition and reasonable. Accordinglysupplementary to other rights and remedies existing in its favor, should Employee assert 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 context that the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as violations of the date of such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 aboveprovisions hereof.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s during the course of his employment with the Company and its Subsidiaries he shall become familiar with the Company's trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services have been and shall continue to be of special, unique, unique and extraordinary value to the Company. ThereforeCompany and its Subsidiaries, Employee and therefore, Executive agrees that, during Employee’s Executive's employment with the Company and/or any of its Subsidiaries and for one (1) year following the termination of Employee’s Executive's employment with (the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing or entity selling or offering for sale products or services competitive with the actual businesses Business (as defined below) of the Company or its Subsidiaries, as such Businesses exists or is in process during the Employment Period or on the date of the Termination Date (“Competitor”)termination or expiration of the Employment Period, within any geographical area in which the Company or its Subsidiaries engages or has made substantial, executable plans to engage in such Business. Such business (the “Business”) shall mean the research, development, manufacture, or sale of LED lighting devices, including but not limited to, LED lighting components, LED retrofit lamps, LED luminaires, LED fixtures and/or LED lighting systems, and shall not include any business or businesses (“Restricted Territory”). Employee further agrees that during of any parent entity or owner of the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted TerritoryCompany. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During In addition, during the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary at any time during the Employment Period or the six (6) months prior to the commencement of the Employment Period, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications about regarding the Company, Company or its subsidiaries, or affiliatesSubsidiaries). (c) If, at the time of enforcement of this Section 7, a court shall hold ; provided 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 nothing in this Section 7 are enforceable and reasonable. Accordingly, should Employee assert in 7(b) shall apply to any context that the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as general mass solicitations of employment (including a general solicitation by a professional recruiter) not specifically directed toward employees of the date of such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 aboveor any Subsidiary, which general solicitations are expressly permitted.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employeeduring the course of his employment with the Company and its Subsidiaries he shall become familiar with the Company’s 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, unique and extraordinary value to the Company. ThereforeCompany and its Subsidiaries, Employee and therefore, Executive agrees that, during Employee’s employment the Employment Period and for one twelve months thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries, as such businesses exist or are in process during the Employment Period on the date of the Termination Date (“Competitor”)termination or expiration of the Employment Period, within any geographical area in which the Company engages or its Subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications about regarding the Company, Company or its subsidiaries, or affiliatesSubsidiaries). (c) If, at the time of enforcement of this Section 7paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee . Executive acknowledges and agrees that the restrictions contained in this Section 7 paragraph 6 are enforceable reasonable and reasonablethat 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 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). AccordinglyIn addition, should Employee assert in any context the event of an alleged breach or violation by Executive of this paragraph 6, the Noncompete Period shall be tolled until such breach or violation has been duly cured. Executive acknowledges that the restrictions contained in paragraph 6 are reasonable and that he has reviewed the provisions of 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 Agreement with the severance packages described in Section 4 abovehis legal counsel.

Non-Compete, Non-Solicitation. (a) In further consideration Executive acknowledges that in the course of his employment with the confidentialCompany pursuant to this Agreement and any consulting services for the Company pursuant to this Agreement he will become familiar, proprietary information and during the course of his employment by the Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees or any of its subsidiaries or affiliates or any predecessor thereof prior to the restrictions set forth in date of this paragraph. Employee acknowledges Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that Employee’s his services shall have been and will be of special, unique, unique and extraordinary value to the Company. Therefore. (b) Executive agrees that during the Employment Period and the Consulting Period and, Employee agrees thatif Executive has performed any consulting services during the final year of the Consulting Period, during Employee’s employment and for one (1) year following after the termination performance of Employee’s employment with the Company for such services, he shall not in any reason (collectively, the “Noncompete Period”), Employee shall notmanner, directly or indirectly, own through any interest inperson, managefirm or corporation, controlalone or as a member of a partnership or as an officer, director, stockholder, investor or employee 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, the security, alarm or monitoring products business or any other business then actively being conducted by the Group, in any business competing with the actual businesses of the Company as of the Termination Date (“Competitor”), within any geographical geographic area in which the Company Group is then conducting such business (whether 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 Group at the time subsequent to the Employment Period Executive first engages or assists in such businesses business activity (“Restricted Territory”a "Non-competitive Business Activity"). Employee . (c) Executive further agrees that during the Noncompete Employment Period and the Consulting Period and, if Executive has performed any consulting services during the final year of the Consulting Period, Employee will for one year after the performance of such services, he shall not perform in any manner, directly or indirectly, (i) induce or attempt to induce any employee of the same Company or similar services 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) in connection with any business to which the first sentence of (b) above applies, except where such activity constitutes a Competitor Non- competitive Business Activity, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in the Restricted Territory. Nothing herein this paragraph 11 shall prohibit Employee 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 capital stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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). (ce) If, at the time of enforcement of this Section 7paragraph, a court shall hold holds that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties parties hereto agree that the maximum durationperiod, scope or geographical area reasonable under such circumstances shall be substituted for the stated durationperiod, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum durationperiod, 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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of During the confidentialNon-Compete Period, proprietary information Company the Parent shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, uniquenot, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee shall notcause its Affiliates not to, directly or indirectly, own any interest inown, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business competing within any Restricted Territory that is competitive with the actual businesses Business or any product or services of the Company Business as such Business is conducted or proposed to be conducted from and after the Closing Date; provided, however, that nothing herein shall be deemed to prevent the Parent or any of its Affiliates from engaging in any activities presently conducted or proposed to be conducted by GK Finance or from providing any imaging modality as part of its "Operating Room of the Termination Date (“Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporationTwenty First Century" business. (b) During the Noncompete Non-Compete Period, Employee none of the Parent nor any Affiliate shall not directly himself or indirectly through another person or entity Person (i) induce or attempt to induce any employee of the Company, its subsidiaries any Purchaser or affiliates any Affiliate of such Purchaser to leave the employ thereof, of such Purchaser or such Affiliate or in any way interfere with the relationship between such Purchaser or any such Affiliate, on the Company one hand, and any employee thereof, on the other hand, or (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), any Purchaser or any Affiliate of such Purchaser to cease its relationship doing business with Company, such Person or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation, on the one hand, and such Person, on the Company (including, without limitation, making any negative statements or communications about the Company, its subsidiaries, or affiliates)other hand. (c) If, at the time of enforcement of this Section 76.10, a court shall hold holds that the duration, scope or area restrictions stated herein are unreasonable under the circumstances then existing, the Parties parties agree that the maximum durationperiod, scope or geographical area reasonable under such circumstances shall be substituted for the stated durationperiod, scope or area and area. The parties hereto acknowledge that the court shall money damages would 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 an inadequate remedy for any breach of 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 packages described in Section 4 above6.10.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee H▇▇▇▇▇ acknowledges that Employeeduring H▇▇▇▇▇’s employment with the Company, H▇▇▇▇▇ has and will become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its Affiliates and that Holder’s services shall will be of special, unique, unique and extraordinary value to the CompanyCompany and its Affiliates. Therefore, Employee and in further consideration of the Performance Stock Units to be granted to Holder hereunder, H▇▇▇▇▇ agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to enter into this Award Agreement and the Company would not have entered into this Award Agreement but for H▇▇▇▇▇’s agreement to such covenants. Holder agrees that, during Employeethe period commencing on the date hereof and ending on the two year anniversary of H▇▇▇▇▇’s employment and for one Termination (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Restricted Period”), Employee Holder shall not, not directly or indirectly, indirectly own any interest in, manage, control, engage in, participate in, consult with, contribute to or render services for (as an officer, director, employee or in any manner engage other regard), any Person that is in any business competing which competes with the actual businesses of any business that the Company as and/or its Affiliates conducts or has specific plans to conduct at the time of the Holder’s Termination Date (“Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor anywhere in the Restricted Territory. Nothing world; provided that, nothing herein shall prohibit Employee Holder from being a passive owner of not more less than two percent (2%) % of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee Holder has no active participation in the business of such corporation. (b) . During the Noncompete Restricted Period, Employee Holder shall not directly himself directly, or indirectly through another person or entity entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company, its subsidiaries Company or affiliates any Affiliate to leave the employ thereofof the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, (iii) make any statement or do any act intended to cause existing or potential customers of the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iv) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Affiliate to cease doing business with, or materially and adversely change the terms of its relationship with Companybusiness with, the Company or such Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee, licensor, franchisee or business relation and the Company (including, without limitation, making or any negative statements Affiliate. If the Committee determines in good faith that H▇▇▇▇▇ has breached or communications about threatened to breach any of the Company, its subsidiariescovenants contained herein, or affiliates). (c) Ifany restrictive covenant contained in an employment agreement or other agreement between Holder and any of the Company or any of its Affiliates, at to 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 extent permitted by applicable 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 packages described in Section 4 above.:

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he shall become familiar, and he has become familiar, with the Company's 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, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one two years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any geographical area in which the Company engages or its Subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (iI) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliatesSubsidiaries). (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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he shall become familiar, and during his prior employment with the Company he has become familiar, with the Company'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, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one two years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall not, directly or indirectly, own either for himself or for any other person, "participate" anywhere in the world in the business as conducted by or as proposed to be conducted by the Company and its Subsidiaries during the Employment Period, including but not limited to the manufacture, design, marketing, distribution, licensing and sale of children's and teens' (i.e. ages 0-21) apparel or accessories. For purposes of this Agreement, the term "participate" includes any direct or indirect interest inin any enterprise, managewhether as an officer, controldirector, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market, or in the continued participation by the Executive on the Board of Directors of any manner engage in any business competing with the actual businesses of the Company company on which he serves as of the Termination Date (“Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporationdate hereof. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, Company or any of its subsidiaries or affiliates Subsidiaries to leave the employ thereofof the Company or such 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 who was an a salaried employee or contractor of the Company or any of its Subsidiaries at any time during the Employment Period (except for ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇, but only in the event that ▇▇. ▇▇▇▇▇ or ▇▇. ▇▇▇▇, as applicable, have been terminated by the Company without Cause or for Good Reason, as defined in their respective Employment Agreements) or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any of its Subsidiaries to cease its relationship doing business with Company, the Company or such Subsidiaries or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee, licensor, franchisee or business relation and the Company or any of its Subsidiaries (including, without limitation, making any negative statements or communications about the Company, Company or any of its subsidiaries, or affiliatesSubsidiaries). (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 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and . Executive agrees that the restrictions contained in this Section 7 are enforceable and reasonable. Accordingly, should Employee assert in . (d) In the event of the breach or a threatened breach by Executive of any context that of the restrictions contained in provisions of this Section 7 are unenforceable 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or unreasonable, Employee agrees that as equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the date 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 7, the Noncompete Period shall be tolled until such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 abovebreach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of The Executive acknowledges and agrees that the confidential, proprietary information Company shall provide to Employee during EmployeeExecutive’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees services to the restrictions set forth Company and its Subsidiaries are unique in this paragraphnature 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. Employee The Executive further acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following in the termination course of Employee’s his employment with the Company for Company, he will become familiar with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information. During the Employment Period, and any reason (collectivelyperiod thereafter during which Executive is receiving severance or other benefits from the Company, other than as an employee of the “Noncompete Period”)Company, Employee he shall not, directly or indirectly, own whether for himself or for any interest inother Person, manage, control, permit his name to be used by or in any manner engage participate in any business competing with or enterprise (including, without limitation, any division, group or franchise of a larger organization) that engages or proposes to engage in the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor Business in the Restricted TerritoryTerritories. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect 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 Employee the Executive from being a mere passive owner ownership of not more than two five percent (25%) of the outstanding capital stock of any class of a publicly held corporation which whose stock is publicly traded, so long as Employee 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 Noncompete Nonsolicitation Period, Employee shall the Executive will not directly himself directly, or indirectly through another person or entity (i) induce or attempt to induce any employee of the CompanyPerson, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any of its Subsidiaries to cease doing business with the Company or any of its relationship Subsidiaries, or induce or attempt to induce any corporate officer, general manager or other employee of the Company or any of its Subsidiaries to terminate such employee’s employment with Companythe Company or any of its Subsidiaries, or hire any such person unless such person’s employment was terminated by the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee, employee or business relation and the Company (or any of its Subsidiaries, including, without limitation, knowingly making any negative statements or communications about concerning the Company, Company or any of 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 Subsidiaries. The Executive acknowledges and agrees that the restrictions Company and its Subsidiaries would be irreparably damaged if the Executive were to breach any of the provisions 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 packages described in Section 4 above1.8(b).

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Consultant hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Consultant acknowledges that Employee’s in the course of his employment with the Company he has become and will continue to be familiar with the Company's and its subsidiaries' trade secrets and with other Confidential Information and that his services have been and shall be of special, unique, unique and extraordinary value to the CompanyCompany and its subsidiaries. Therefore, Employee Consultant agrees that, during Employee’s employment the Consulting Period and for one three years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee ----------------- he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Consultant's employment, within any geographical area in which the Company engages or its subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Consultant from being a passive owner of or not more than two percent (2%) % of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee Consultant has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Consultant shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any subsidiary at any time during the Consulting Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any subsidiary to cease its relationship doing business with Companythe Company or such subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any subsidiary (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliates). (c) If, at the time of enforcement of this Section 7paragraph 4, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and . Consultant agrees that the restrictions contained in this Section 7 paragraph 4 are enforceable reasonable. (d) Because Consultant's services are unique and reasonablebecause Consultant has access to Confidential Information, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Accordingly, should Employee assert in any context that In the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as event of the date breach or a threatened breach by Consultant of any of the provisions of this paragraph 4, 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 Consultant of this paragraph 4, the Noncompete Period shall be tolled until such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 abovebreach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunderExecutive hereunder and his exposure to or involvement in the Trade Secret Information, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he shall become familiar with trade secrets and other Trade Secret Information concerning the Company and its Subsidiaries and that his services have been and shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any states or geographical area regions in which the Company engages or its Subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees on the date of the termination of Executive's employment; provided that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, Company or any of its subsidiaries or affiliates Subsidiaries to leave the employ thereofof the Company or such 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 who was an a management employee or contractor of the Company or any of its Subsidiaries at any time during the one year period prior to the termination of the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any of its Subsidiaries to cease its relationship doing business with Companythe Company or such Subsidiaries, or in any way materially interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any of its Subsidiaries (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliatesSubsidiaries). (c) If, at the time of enforcement of this Section paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and . Executive agrees that the restrictions contained in this Section paragraph 7 are enforceable and reasonable. Accordingly, should Employee assert in . (d) In the event of any context that the restrictions contained in this Section 7 are unenforceable breach or unreasonable, Employee agrees that as threatened breach by Executive of any of the date provisions of such assertion this paragraph 7, the Company and its 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 have no further obligation to provide him with the severance packages described in Section 4 abovebe tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including Executive acknowledges that in the severance paymentscourse of Executive's employment with the Publishing and its Affiliates, if any, Employee agrees he has prior to the restrictions set forth in date of this paragraph. Employee acknowledges Agreement, and will during the Employment Period, become familiar with Publishing's and its Affiliates' (and their predecessors') trade secrets, business plans and business strategies and with other Confidential Information concerning Publishing and its predecessors and its Affiliates and that Employee’s Executive's services have been and shall be of special, unique, unique and extraordinary value to the CompanyPublishing and its Affiliates. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one a period of 18 months thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectivelysuch period, the “"Noncompete Period”"), Employee Executive shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in in, any business competing with the actual businesses of the Company as businesses (i) of International Data Group, Inc., CMP Media, Inc. (a subsidiary of United News & Media PLC), or CNET Networks, Inc. (the "Restricted Persons"), (ii) of any successor, assignee, partner, joint venture or collaboration partner, subsidiary, division or Affiliate of any of the Termination Date Restricted Persons, or (“Competitor”iii) in which any of the Restricted Persons owns an interest or participates, which any of the Restricted Persons manages or controls (whether as an officer, director, employee, partner, agent, representative or otherwise), within or with which any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in of the Restricted TerritoryPersons consults or to which any of the Restricted Persons otherwise provides management or financial support. Nothing herein shall prohibit Employee 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 capital stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active other participation in the business of any such corporation. In addition, if this Agreement is not renewed by Publishing at the end of the three year Employment Period, the Noncompete Period shall end at the end of the Term of this Agreement. (b) During the Noncompete PeriodEmployment Period and for a period of 18 months thereafter, Employee Executive shall not directly himself or indirectly through another person or entity Person (i) induce or attempt to induce any employee of the Company, its subsidiaries Publishing or affiliates any Affiliate to leave the employ thereofof Publishing or such Affiliate, or in any way interfere with the relationship between the Company Publishing or any Affiliate and any employee thereof, (ii) hire any person who was an employee of Publishing or contractor any Affiliate at any time during the one year period prior to the termination of the Company or Employment Period, (iii) induce call on, solicit or attempt to induce service any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), Publishing or any Affiliate in order to induce or attempt to induce such Person to cease its relationship or reduce doing business with CompanyPublishing or such Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company 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 Company, United States of America to which Publishing or any of its subsidiariesAffiliates 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 affiliates)take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, investment or other similar transaction with any Person other than Publishing or any of its 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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he will become familiar with the Company's trade secrets and with other confidential information concerning the Company and its predecessors and that his services shall have been and will be of special, unique, unique and extraordinary value to the Company. Therefore, Employee Executive agrees that, during Employee’s employment the period in which Executive is receiving compensation hereunder and for one a period of three (13) year years following the termination of Employee’s Executive's employment with the Company for any reason (collectively, the “Noncompete "Non- Compete Period”"), Employee he shall not, not directly or indirectly, own any interest inindirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing supermarket, food store or retailer of health and beauty aids with the actual businesses retail locations located within a ten (10) mile radius of the Company any store operated (defined herein as current stores or stores for which leases have been signed as of the Termination Date (“Competitor”), within any geographical area in which date of termination) by the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during or its subsidiaries as of the Noncompete Period, Employee will not perform date of termination of Executive's employment with the same or similar services for a Competitor in the Restricted TerritoryCompany. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than two percent (2%) 1% of the outstanding capital stock of any class of a corporation which is publicly tradedanother corporation, so long as Employee Executive has no active participation in the management or the business of such corporation. (b) During the Noncompete Non-Compete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i1) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary of the Company to leave the employ thereofof the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any such Subsidiary and any employee thereof, ; (ii) hire any person who was an employee or contractor of the Company or (iii2) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation relationship of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary of the Company to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any such Subsidiary; or (including3) make an oral or written disparaging statement, without limitation, making any negative statements comment or communications remark about the CompanyCompany or any of its Subsidiaries to any employee, customer, supplier, licensee or other business relationship of the Company or any of its subsidiaries, Subsidiaries or affiliates)to or for the intended use of any member of the press. (c) If, Such Non-Compete Period shall terminate immediately at the such 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 and its Subsidiaries no further obligation to provide him with the severance packages described in Section 4 abovelonger operate supermarkets or food stores.

Non-Compete, Non-Solicitation. (a) In further consideration of From the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, Closing Date through and including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges date that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one is five (15) year years immediately following the termination of Employee’s employment with the Company for any reason (collectivelyClosing Date, the “Noncompete Period”), Employee Seller and its Affiliates shall not, directly or indirectly, own any interest inwithout Buyer's prior written consent: (a) Engage in or operate, manage, controlor own an interest in any Person that provides services that compete with the Business; provided, however, that notwithstanding the above, it shall not be a violation of this non-competition covenant if: (i) Seller and its Affiliates provide products or services: [a] to third party competitors of Buyer or other third parties (but not including end users similar to Seller's counterparties to the Assumed Contracts) through an outsourcing, services or information technology agreement; or [b] to current and potential customers of the Business that are not competitive with the Business (including services of the type and nature currently provided by Affiliates of Seller to current customers of the Business pursuant to global commercial services agreements); (ii) any acquisition of, or in investment in, and subsequent operation by Seller or any manner engage in of its Affiliates of any Person or business competing will not violate this section 8.03(a) and any non-competition obligation thereunder as long as the operations of such Person or business do not materially involve the provision of services that compete with the actual businesses Business; or (iii) Seller and its Affiliates may own, directly or indirectly, solely as an investment, securities of any Person engaged in activities that directly compete with the Company Business if such Seller or Affiliate, as applicable, [a] is not a controlling person of, or a member of the Termination Date (“Competitor”)a group which controls, within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete PeriodPerson and [b] does not, Employee will not perform the same directly or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit Employee from being a passive owner of not indirectly, own 10% or more than two percent (2%) of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business securities of such corporationPerson. (b) During Solicit or induce, directly or indirectly, any customer under an Assumed Contract to terminate or modify its Assumed Contract, or relationship with sole respect to the Noncompete PeriodBusiness, with Buyer or its Affiliates; (c) Solicit or induce, directly or indirectly, any Hired Designated Employee to terminate his or her employment relationship with Buyer or its Affiliate, except that this section 8.03(c) shall not directly himself prevent Seller or indirectly through another person its Affiliates from soliciting or entity recruiting any Person: (i) induce that approaches Seller or attempt to induce any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, Affiliates; (ii) hire any person who was an employee whose employment is terminated by Buyer or contractor of the Company its Affiliates; or (iii) induce through general solicitations, provided such solicitation or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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 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 lawrecruitment does not target Hired Designated Employees. (d) Employee Seller specifically acknowledges and agrees that the covenants and agreements in this section 8.03 are made and given by Seller in connection with the sale of the Business and the goodwill associated therewith and in order to protect and preserve to Buyer the benefit of its bargain in the purchase of the Business and good will. Seller further agrees that the restrictions herein (including the scope of activity to be restrained, the geographic scope and the duration) are reasonable in scope, area and time, and will not prevent Seller or any of its Affiliates from pursuing other non-competitive business ventures or otherwise cause any of them a financial hardship. If, however, any portion of this section 8.03 is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or too large a geographic area or by reason of its being too extensive in any other respect or for any other reason, it will be interpreted to extend only over the longest period of time for which it may be enforceable and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court and in such action. (e) Seller acknowledges and agrees that the breach or threat of breach of the covenants, or any of them, contained in this Section 7 are enforceable section 8.03 may result in immediate and reasonableirreparable injury to Buyer. Accordingly, should Employee assert in any context that the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee Seller further agrees that as Buyer's remedies at law for any breach or threat of breach by Seller of any provision of this section 8.03 may be inadequate, and that Buyer, in addition to any other relief available to it, may be entitled to an injunction or injunctions, without the necessity for the posting of a bond or other collateral security, to prevent breaches of the date provisions of such assertion this section 8.03 and to enforce specifically the Company shall have no further obligation to provide him with the severance packages described in Section 4 aboveterms and provisions hereof.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunderExecutive hereunder and his exposure to or involvement in the Trade Secret Information, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company, he shall become familiar with trade secrets and other Trade Secret Information concerning the Company and its Subsidiaries and Affiliated and that his services have been and shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries and Affiliates. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one two years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries or Affiliates, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any states or geographical area regions in which the Company engages or its Subsidiaries or Affiliates engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees on the date of the termination of Executive's employment; provided that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, Company or any of its subsidiaries Subsidiaries or affiliates Affiliates to leave the employ thereofof the Company or such Subsidiaries or Affiliates, or in any way interfere with the relationship between the Company or any of its Subsidiaries or Affiliates and any employee thereof, (ii) hire any person who was an a management employee or contractor of the Company or any of its Subsidiaries or Affiliates at any time during the one-year period prior to the termination of the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any of its Subsidiaries or Affiliates to cease its relationship doing business with Companythe Company or such Subsidiaries or Affiliates, or in any way materially interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any of its Subsidiaries or Affiliates (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, Subsidiaries or affiliatesAffiliates). (c) If, at the time of enforcement of this Section paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and . Executive agrees that the restrictions contained in this Section paragraph 7 are enforceable and reasonable. Accordingly, should Employee assert in . (d) In the event of any context that the restrictions contained in this Section 7 are unenforceable breach or unreasonable, Employee agrees that as threatened breach by Executive of any of the date provisions of such assertion this paragraph 7, the Company and its 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 have no further obligation to provide him with the severance packages described in Section 4 abovebe tolled until such breach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he has become and will continue to be familiar with the Company's and its subsidiaries' trade secrets and with other Confidential Information and that his services have been and shall be of special, unique, unique and extraordinary value to the CompanyCompany and its subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one three years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall not, not directly or indirectly, indirectly own any interest in, ----------------- manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any geographical area in which the Company engages or its subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive from being a passive owner of or not more than two percent (2%) % of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any subsidiary at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any subsidiary to cease its relationship doing business with Companythe Company or such subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any subsidiary (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliates). (c) If, at the time of enforcement of this Section 7paragraph 6, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and . Executive agrees that the restrictions contained in this Section 7 paragraph 6 are enforceable reasonable. (d) Because Executive's services are unique and reasonablebecause Executive has access to Confidential Information, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Accordingly, should Employee assert in any context that In the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as event of the date breach or a threatened breach by Executive of any of the provisions of this paragraph 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 paragraph 6, the Noncompete Period shall be tolled until such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 abovebreach or violation has been duly cured.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee ▇▇▇▇▇▇ acknowledges that Employeeduring ▇▇▇▇▇▇’s employment with the Company, ▇▇▇▇▇▇ has and will become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its Affiliates and that Holder’s services shall will be of special, unique, unique and extraordinary value to the CompanyCompany and its Affiliates. Therefore, Employee and in further consideration of the Options to be granted to Holder hereunder, ▇▇▇▇▇▇ agrees to the covenants set forth in this section and acknowledges that (i) the covenants set forth herein are reasonably limited in time and in all other respects, (ii) the covenants set forth herein are reasonably necessary for the protection of the Company, and (iii) the covenants set forth herein have been made in order to induce the Company to enter into this Award Agreement and the Company would not have entered into this Award Agreement but for Holder’s agreement to such covenants. Holder agrees that, during Employeethe period commencing on the date hereof and ending on the two year anniversary of ▇▇▇▇▇▇’s employment and for one Termination (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Restricted Period”), Employee Holder shall not, not directly or indirectly, indirectly own any interest in, manage, control, engage in, participate in, consult with, contribute to or render services for (as an officer, director, employee or in any manner engage other regard), any Person that is in any business competing which competes with the actual businesses of any business that the Company as and/or its Affiliates conducts or has specific plans to conduct at the time of the Holder’s Termination Date (“Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor anywhere in the Restricted Territory. Nothing world; provided that, nothing herein shall prohibit Employee Holder from being a passive owner of not more less than two percent (2%) % of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee Holder has no active participation in the business of such corporation. (b) . During the Noncompete Restricted Period, Employee Holder shall not directly himself directly, or indirectly through another person or entity entity, (i) solicit or induce or attempt to solicit or induce any employee of the Company, its subsidiaries Company or affiliates any Affiliate to leave the employ thereofof the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Affiliate at any time from 6 months prior to the date hereof through the Holder’s Termination, (iii) make any statement or do any act intended to cause existing or potential customers of the Company or any Affiliate to make use of the services or purchase the products of any competitive business or (iv) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Affiliate to cease doing business with, or materially and adversely change the terms of its relationship with Companybusiness with, the Company or such Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee, licensor, franchisee or business relation and the Company (including, without limitation, making or any negative statements Affiliate. If the Committee determines in good faith that ▇▇▇▇▇▇ has breached or communications about threatened to breach any of the Company, its subsidiariescovenants contained herein, or affiliates). (c) Ifany restrictive covenant contained in an employment agreement or other agreement between Holder and any of the Company or any of its Affiliates, at to 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 extent permitted by applicable 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 packages described in Section 4 above.:

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunderExecutive under this Agreement and the securities made available for Executive's purchase under the Securities Purchase Agreement, including Executive acknowledges that in the severance paymentscourse of Executive's employment with the Company and its Affiliates, if any, Employee agrees he has prior to the restrictions set forth in date of this paragraph. Employee acknowledges Agreement, and will during the Employment Period, become familiar with the Company's and its Affiliates' (and their predecessors') trade secrets, business plans and business strategies and with other Confidential Information concerning the Company and its Affiliates and that Employee’s Executive's services have been and shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Affiliates. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one (1) year following the termination of Employee’s employment with the Company for any reason thereafter (collectivelysuch period, the “"Noncompete Period”"), Employee Executive shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business competing which is, directly or indirectly, competitive with the actual businesses of any business that the Company as of the Termination Date (“Competitor”), within any geographical area in which the Company or its Affiliates engages in such businesses (“Restricted Territory”). Employee further agrees that or is planning to engage in during the Noncompete Employment Period, Employee will including but not perform limited to the same or similar services business of providing thermal management products and solutions for a Competitor electronic products and developing and marketing computational fluid dynamics software, anywhere in the Restricted TerritoryWorld. Nothing herein shall prohibit Employee Executive from being a passive owner of not more than two percent (2%) % of the outstanding capital stock securities of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of any such corporation. (b) During the Noncompete PeriodEmployment Period and for one (1) year thereafter, Employee Executive shall not directly himself or indirectly through another person or entity Person (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Affiliate to leave the employ thereofof the Company or such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or any Affiliate at any time during the two year period prior to the termination of the Employment Period, (iii) induce call on, solicit or attempt to induce service any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Affiliate in order to induce or attempt to induce such Person to cease its relationship or reduce doing business with Companythe Company or such Affiliate, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Affiliate (including, without limitation, making any negative statements or communications about the Company, any Subsidiary or their Affiliates) or (iv) directly or indirectly acquire or attempt to acquire any business in the World to which the Company or any of its subsidiariesAffiliates, prior to the Termination Date, has made an acquisition proposal relating to the possible acquisition of such business by the Company or any of its Affiliates, or affiliateshas planned, discussed or contemplated making such an acquisition proposal (such business, an "Acquisition Target"). (c) If, at the time of enforcement of this Section 7or take any action to induce or attempt to induce any Acquisition Target to consummate any acquisition, a court shall hold that the duration, scope investment 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 other similar transaction with any context that the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as of the date of such assertion Person other than the Company shall have no further obligation to provide him with the severance packages described in Section 4 aboveor any of its Affiliates.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following the termination of Employee’s employment with the Company for any reason (collectivelyAward, the “Noncompete Period”), Employee shall notParticipant agrees and covenants not to: (i) Contribute his or her knowledge, directly or indirectly, own any interest inin whole or in part, manageas an employee, controlofficer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any manner engage other similar capacity to an entity engaged in any business competing with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services business as the Company and its Related Entities, as such business may be expanded from time to time, for a Competitor period of two years following the Participant's termination of employment; provided that nothing in the Restricted Territory. Nothing herein this Section 8 shall prohibit Employee from being a passive owner the ownership of not more less than two five percent (25%) of the outstanding capital stock of a publicly-held corporation whose stock is traded on a national securities exchange or listed with the Nasdaq Stock Market; (ii) Directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any class employee of the Company or its Related Entities for two years following the Participant's termination of employment; or (iii) Directly or indirectly, solicit, contact (including, but not limited to, email, regular mail, express mail, telephone, fax and instant message), attempt to contact or meet with the current, former, or prospective customers of the Company or any of its Related Entities for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or any of its Related Entities for a corporation which is publicly traded, so long as Employee has no active participation in period of two years following the business Participant's termination of such corporationemployment. (b) During If the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity Participant breaches any of the covenants set forth in Section 8(a): (i) induce or attempt to induce All unvested portions of this Award (including any employee of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company unvested RSUs and any employee thereof, Net Restricted Shares) shall be immediately forfeited; and (ii) hire any person who was an employee or contractor of 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 customer, supplier, licensee, licensor, franchisee, contractor permanent injunction or other business relation equitable relief against such breach or threatened breach from any court of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with Company, or in any way interfere with the relationship between any such Company Material Contact and the Company (includingcompetent jurisdiction, without limitationthe necessity of showing any actual damages or that money damages would not afford an adequate remedy, making and without the necessity of posting any negative statements bond or communications about the Companyother security. The aforementioned equitable relief shall be in addition to, its subsidiariesnot in lieu of, legal remedies, monetary damages or affiliates).other available forms of relief. «Last_Name» Restricted Stock Unit Award Agreement [●], 2019 (c) If, at If the time of enforcement of this Section 7, Participant has agreed to 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 non-compete and/or a non-solicitation provision in any context that other contract or agreement with the restrictions contained in this Section 7 are unenforceable or unreasonableCompany, Employee agrees that as of the date of such assertion then the Company shall have no further obligation may choose to provide him with enforce any other non-compete and/or non-solicitation provision to which the severance packages described Participant is bound to the extent such provision provides greater restrictions than those provided in Section 4 aboveSections 8(a) and 8(b) herein.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employeein the course of Executive’s employment with the Company Executive shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that Executive’s services shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Term and for one year thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete PeriodNONCOMPETE PERIOD”), Employee Executive shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive’s employment, within any geographical area in which the Company engages or its Subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary at any time during the Employment Term or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact 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, Company or its subsidiaries, or affiliatesSubsidiaries). (c) If, at the time of enforcement of this Section paragraph 7, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and . Executive agrees that the restrictions contained in this Section paragraph 7 are enforceable and reasonable. Accordingly, should Employee assert in any context that . (d) In the restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as event of the date 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 assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 abovebreach or violation has been duly cured.

Non-Compete, Non-Solicitation. In consideration of the benefits to Seller hereunder, and in order to induce Buyer to enter into this Agreement, Seller hereby covenants and agrees with Buyer as follows: (a) In further consideration That for a period of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for one (1) year following after the termination of Employee’s employment with the Company for any reason (collectivelyTransition Date, the “Noncompete Period”), Employee Seller shall not, directly and Seller shall cause each person, corporation or indirectlyother entity related to, own controlling or controlled by Seller, to not solicit or attempt to solicit any interest inof the customers, manage, control, clients or in any manner engage in any business competing accounts of the Business with the actual businesses of the Company as of the Termination Date (“Competitor”)intent or purpose to perform for such customer, within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform client or account the same or similar services for a Competitor sold by Buyer. The parties hereto acknowledge and agree that in the Restricted Territory. Nothing herein event Buyer (including its subsidiaries) ceases to conduct the Business and no longer provides satellite and network support, that the terms of this section shall prohibit 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 Employee has no active participation in the business of such corporationlonger apply and that Seller shall be free to compete. (b) During That for a period of two (2) years after the Noncompete PeriodTransition Date, Employee Seller shall not directly himself not, and Seller shall cause each person, corporation or indirectly through another person other entity related to, controlling or entity (i) controlled by Seller, to not, without the prior written consent of Buyer, induce or attempt to induce any employee of the Company, its subsidiaries or affiliates Buyer to leave the employ thereofof Buyer, or in any way interfere with the relationship between the Company Buyer and any employee thereof. The parties hereto acknowledge and agree that in the event Buyer (including its subsidiaries) ceases to conduct the Business and no longer provides satellite and network support, (ii) that the terms of this section shall no longer apply and that Seller shall be free to hire any person who was an employee or contractor and all employees of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with Company, or in any way interfere with the relationship between any such Company Material Contact Buyer on terms and the Company (including, without limitation, making any negative statements or communications about the Company, its subsidiaries, or affiliates)conditions as it sees fit. (c) If, at In the time event a court of enforcement of competent jurisdiction deems any provision in this Section 7to be unreasonable, a unenforceable or invalid, then such provision(s) shall be interpreted as broadly as may be considered reasonable by such court and this Section shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that be deemed amended to the maximum durationscope of business, duration or geographic scope or area as such court determines to be reasonable under such circumstances and , as so amended, 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 lawenforced. (d) Employee acknowledges The parties acknowledge and agrees agree that the restrictions contained in breach of the provisions of this Section 7 are enforceable could not be adequately compensated with monetary damages and reasonable. Accordinglywould irreparably injure Buyer, should Employee assert in and, accordingly, that injunctive relief and specific performance shall be appropriate remedies to enforce the provisions of this Section, and the parties waive (a) any context claim or defense that there is an adequate remedy at law for such breach, and (b) the restrictions necessity of posting a bond or similar security; provided, however, that nothing contained in this Section 7 are unenforceable herein shall limit the remedies, legal, or unreasonableequitable, Employee agrees that as otherwise available to Buyer, and all remedies of the date of such assertion parties herein are in addition to any remedies available to the Company shall have no further obligation to provide him with the severance packages described in Section 4 aboveparties at law or otherwise.

Non-Compete, Non-Solicitation. (a) In further Non-competition. As additional consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as for the compensation to be paid to Employee hereunderExecutive under this Agreement, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employeeduring the course of Executive’s employment with the Company and its Subsidiaries Executive shall have access to and shall become familiar with, and prior hereto during Executive’s employment with Grede II LLC Executive has become familiar with, the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company Group and that Executive’s services shall be of special, unique, unique and extraordinary value to the Company. ThereforeCompany and its Subsidiaries, Employee and therefore, Executive agrees that, during Employee’s employment the Employment Period and for one eighteen (118) year following the termination of Employee’s employment with the Company for any reason months thereafter (collectively, the “Noncompete Period”), Employee Executive shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed by, or in any manner engage in in, any person, business or entity competing with the actual businesses any member of the Company Group as such businesses exist or are in process during the Employment Period or on the date of the Termination Date (“Competitor”)termination or expiration of the Employment Period, within any geographical area in which any member of the Company engages Group engage or plan to engage in such businesses (a “Restricted TerritoryCompetitive Business”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee shall not directly himself and Executive may, without violating this Section 9(a), serve as an employee, consultant or indirectly through another independent contractor to any person or entity (i) induce business engaging in a Competitive Business through any division or attempt to induce any employee subsidiary provided such Competitive Business generates less than 20% of the Company, its subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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 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 annual revenue of such assertion the Company shall have no further obligation person or business and provided that Executive does not participate in, work for or provide any services to provide him such person or business in connection with the severance packages described in Section 4 abovesuch Competitive Business.

Non-Compete, Non-Solicitation. (a) In further consideration 5.9.1 Subject to Section 5.9.4 hereof, for a period from the date of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee acknowledges that Employee’s services shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees that, during Employee’s employment and for Agreement until one (1) year following after the termination Closing Date, (a) each Seller and its Affiliates (except as otherwise set forth below) shall not engage in a Competing Business (including as a stockholder, partner, member, manager, employee, consultant or other owner or participant in any Person or entity that engages in a Competing Business, but excluding the existing investments of Employee’s employment with Sellers set forth in Section 5.9.4 of the Company for Disclosure Schedule, and investments in publicly traded companies, not to exceed 2% of the total shares outstanding of any reason (collectively, the “Noncompete Period”such company), Employee and (b) each Seller shall notnot and shall cause any Person acting on behalf of such Seller not to, directly or indirectly, own (1) solicit, endeavour to entice away from the Company, Buyer or any interest inof their respective Affiliates, manageoffer employment or a consulting or other position to, controlhire, or in any manner engage in any business competing otherwise interfere with the 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”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit 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 Employee has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee relationship of the Company, its subsidiaries Buyer or affiliates to leave the employ thereofany of their respective Affiliates with, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company employees, customers or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation suppliers of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with CompanyBuyer, or in any way interfere with of their respective Affiliates; provided, however, that nothing contained herein shall restrict the relationship between any placement of general solicitations of employees not directed specifically to such Company Material Contact Persons; and provided further, that the home loan business of S3 Home Loans, LLC and the Company (includingtitle services business of MC Title, without limitationLLC with respect to the provision of loans and title services to customers of one or more homebuilders, making any negative statements or communications about the Company, its subsidiaries, or affiliates)will not be considered to be engaging in a Competing Business hereunder. 5.9.2 Each Seller acknowledges and represents that: (a) such Seller has consulted with independent legal counsel regarding its, his or her rights and obligations under this Section 5.9; (b) such Seller fully understands the terms and conditions contained herein; and (c) If, at the time of enforcement of restrictions and agreements in this Section 7, 5.9 are reasonable and necessary for the protection of the Company in all respects. If at any time a court shall hold or arbitrator’s award holds that the duration, scope or area restrictions stated herein in this Section 5.9 are unreasonable under circumstances then existing, the Parties hereto agree that the maximum durationperiod, scope or geographical area reasonable under such circumstances shall be substituted for the stated durationperiod, scope or area and area. Each Seller acknowledges that any breach or threatened breach of the court shall be allowed provisions of this Section 5.9 by any Seller will cause irreparable injury to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by lawBuyer for which an adequate monetary remedy does not exist. 5.9.3 From and after the date of this Agreement, (di) Employee acknowledges none of the Sellers or their Affiliates will, directly or indirectly, alone or in connection with any Person, engage in any conduct or make any statement, that disparages, criticizes or is injurious to the reputation of the Company, Buyer, any of their respective Affiliates or any of their shareholders, partners, members, investors or Representatives; and agrees (ii) none of Buyer or its Affiliates will, directly or indirectly, alone or in connection with any Person, engage in any conduct or make any statement, that disparages, criticizes or is injurious to the restrictions contained reputation of the Sellers or any of their respective Affiliates or any of their shareholders, partners, members, investors or Representatives. Notwithstanding the foregoing sentence, nothing in this Section 7 are enforceable and reasonable. Accordingly5.9.3 shall apply to or prevent the Parties or their Affiliates from (a) making any statements in connection with defending any disputes that arise under this Agreement, should Employee assert (b) testifying truthfully in response to a subpoena or other legal process or (c) communicating directly with, cooperating with, or providing information to, any context that the restrictions contained in this Section 7 are unenforceable federal, state or unreasonable, Employee agrees that local government regulator as of the date of such assertion the Company shall have no further obligation to provide him with the severance packages described in Section 4 aboverequired by Law.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he shall become familiar, and during his employment with the Company, he has become familiar, with the Company's 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, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one two years thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries (including, without limitation, payroll services or tax filing services), as such businesses exist or are in process on the date of the Termination Date (“Competitor”), within any geographical area in which the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor termination of Executive's employment anywhere in the Restricted TerritoryUnited States. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliatesSubsidiaries). (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 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 durationperiod, scope and area permitted by law. (d) Employee acknowledges and . Executive agrees that the restrictions contained in this Section 7 are enforceable and reasonable. Accordingly, should Employee assert in . (d) In the event of the breach or a threatened breach by Executive of any context that of the restrictions contained in provisions of this Section 7 are unenforceable 7, the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or unreasonableequity 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, Employee in the event of an alleged breach or violation by Executive of this Section 7, the Noncompete Period shall be tolled until such breach or violation has been duly cured. (e) Executive agrees that as termination of the date Noncompete Period under the terms of such assertion this Agreement shall not serve to terminate the Company shall have no further obligation to provide him existence of any other non-competition or non-solicitation agreement that Executive has with the severance packages described in Section 4 aboveCompany, including, without limitation, pursuant to the terms of the Recapitalization Agreement.

Non-Compete, Non-Solicitation. (a) a. In further consideration of the confidential, proprietary information Company shall provide to Employee during EmployeeCompany’s employment, which Employee promises not to disclose, as well as hiring of Executive and the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employeeduring the course of her employment with the Company he shall become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and that her services shall be of special, unique, unique and extraordinary value to the Company. Therefore, Employee and therefore, Executive agrees that, during Employee’s employment the Employment Term and for one year thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete Period”), Employee he shall notnot engage in Competition anywhere in California 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, to engage in “Competition” shall mean to: (i) directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for, operate or in any manner engage in any business competing with the actual businesses of the Company as of the Termination Date (“Competitor”), within any geographical area in which the Company engages in engages, or, to Executive’s knowledge at the date of termination of the Employment Term, has plans to engage (including, without limitation, if the Company, at the date of termination of the Employment Term, is negotiating, or has entered into, an agreement for an acquisition, joint venture or other transaction or the Chief Executive Officer has approved, on or prior to such businesses date, any new line of business, new geographic area, pursuing any acquisition or other similar action) directly or through third parties marketed or sold at the date of termination of the Employment Term (“Restricted Territory”). Employee further agrees provided that during the Noncompete Period, Employee will Executive shall not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit Employee be prohibited from being a passive owner of not more than two percent (2%) owning up to 5% of the outstanding capital stock of any class of a corporation which is publicly traded, so long as Employee Executive has no active participation in the business of such corporation. ), or (b) During the Noncompete Period, Employee shall not directly himself or indirectly through another person or entity (iii) induce or attempt to induce any employee of the Company, its subsidiaries or affiliates Company to leave the employ of the Company, or in any way actively interfere with the relationship between the Company and any employee thereof, or (iii) hire directly or through another entity any person who was employed by the Company at any time during the Noncompete Period, within twelve (12) months following the date of termination of such person’s employment with the Company, or (iv) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with Company, or in any way interfere with the relationship between any such Company Material Contact and the Company thereof (including, without limitation, making by inducing or attempting to induce any negative statements such person or communications about entity to reduce the amount of business it does with 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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he shall become familiar with the Company's and its Subsidiaries' trade secrets and with other Confidential Information concerning the Company and its Subsidiaries and that his services shall be of special, unique, unique and extraordinary value to the CompanyCompany and its Subsidiaries. Therefore, Employee Executive agrees that, during Employee’s employment the Employment Period and for one year thereafter (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “"Noncompete Period”"), Employee he shall not, not directly or indirectly, indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company or its Subsidiaries, as such businesses exist or are in process on the date of the Termination Date (“Competitor”)termination of Executive's employment, within any geographical area in which the Company engages or its Subsidiaries engage or plan to engage in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territorybusinesses. Nothing herein shall prohibit Employee Executive 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 Employee Executive has no active participation in the business of such corporation. (b) During the Noncompete Period, Employee Executive shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company, its subsidiaries Company or affiliates any Subsidiary to leave the employ thereofof 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 employee or contractor of the Company or any Subsidiary at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor franchisee or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), or any Subsidiary to cease its relationship doing business with Companythe Company or such Subsidiary, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative statements or communications about the Company, Company or its subsidiaries, or affiliatesSubsidiaries). (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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employee’s in the course of his employment with the Company he will become familiar with the Company's trade secrets and with other confidential information concerning the Company and that his services shall will be of special, unique, unique and extraordinary value to the Company. Therefore, Employee Executive agrees that, during Employee’s employment and the Employment Period, during any period in which he is receiving payments pursuant to paragraph 4 or for one which he has received a lump sum payment pursuant to this Agreement or any subsequent agreement, and, if terminated for Cause or by Executive's resignation before the Expiration Date, for two years after such termination (1) year following the termination of Employee’s employment with the Company for any reason (collectively, the “Noncompete "Non-Compete Period”"), Employee he shall not, not directly or indirectly, own any interest inindirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the actual businesses of the Company as of the Termination Date (“Competitor”which business is an information or entertainment network marketing to colleges and universities), within any geographical area in which the Company engages or plans to engage in such businesses (“Restricted Territory”)businesses. Employee further agrees that during Notwithstanding the Noncompete Periodforegoing, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing nothing herein shall prohibit Employee Executive from (i) continuing his ownership, management and/or control of any business in which and to the extent which he held such interests and managed such interests prior to the Non-Compete Period, or (ii) being a passive owner of not more than two percent (2%) 5% of the outstanding capital stock of any class of a corporation company which is publicly traded, so long as Employee Executive has no active participation in the management or the business of such corporationcompany. (b) During the Noncompete PeriodEmployment Period and for eighteen months thereafter, Employee Executive shall not directly himself or indirectly through another person or entity (i) solicit, encourage, interview, entice, discuss with or induce or attempt to induce any employee of the Company, its subsidiaries or affiliates Company to leave the employ thereofof the Company, or in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee or contractor of the Company at any time during the Employment Period or (iii) induce or attempt to induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor licensee or other business relation of the Company, for Company with whom Employee he had material contact (a “Company Material Contact”), to cease its relationship doing business with the Company, or in any way interfere with the relationship between any such Company Material Contact customer, supplier, licensee or business relation 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 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 packages described in Section 4 above.

Non-Compete, Non-Solicitation. (a) In further consideration of the confidential, proprietary information Company shall provide to Employee during Employee’s employment, which Employee promises not to disclose, as well as the compensation to be paid to Employee Executive hereunder, including the severance payments, if any, Employee agrees to the restrictions set forth in this paragraph. Employee Executive acknowledges that Employeeduring the course of his employment with the Company and its Subsidiaries, he has and shall become familiar with Parent’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 services have been and shall be of special, unique, unique and extraordinary value to Parent and its Subsidiaries and Affiliates. Accordingly, and in consideration for receiving the Company. Thereforesalary increase in connection with this Agreement and the potential severance benefits set forth in paragraph 4(b) above, Employee Executive agrees that, during Employee’s employment the Employment Period and for one (1) year following the termination of Employee’s employment with the Company for any reason thereafter (collectively, the “Noncompete Non-compete Period”), Employee if the termination of Executive’s employment is voluntary or for “Cause” (as defined above), he shall not, directly or indirectly, without the prior written consent of the Company, in a capacity similar to 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 responsible, during the last two years of his employment by the Company, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with Competing Business that conducts operations or sales in such U.S. states, or such countries outside the actual businesses of the Company United States, as Parent and its Subsidiaries conduct sales or operations as of the Termination Date (“Competitor”), within any geographical area in which date of termination of the Company engages in such businesses (“Restricted Territory”). Employee further agrees that during the Noncompete Employment Period, Employee will not perform the same or similar services for a Competitor in the Restricted Territory. Nothing herein shall prohibit Employee Executive 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 tradedpublicly-traded corporation, so long as Employee Executive has no active participation in the business of such corporation. . For purpose of this Agreement, “Competing Business” shall mean any business engaged (bwhether directly or indirectly) During in the Noncompete Perioddesign, Employee shall not directly himself or indirectly through another person or entity (i) induce or attempt to induce any employee of the Companymanufacture, its subsidiaries or affiliates to leave the employ thereofmarketing, or in any way interfere sale of products or services competitive with those designed, manufactured, marketed or sold by the relationship between the Company and any employee thereof, (ii) hire any person who was an employee Parent or contractor of the Company its Subsidiaries or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, contractor or other business relation of the Company, for whom Employee had material contact (a “Company Material Contact”), to cease its relationship with 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 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 Affiliates. Executive acknowledges and agrees that Executive has received sufficient mutually agreed-upon consideration for agreeing to be bound by the obligations in this Section, specifically the salary increase and the potential to receive severance set forth in Section 4(b) above. The restrictions contained in this Section 7 are enforceable and reasonable. Accordingly, should Employee assert in any context that do not become effective until the restrictions contained in 11th business day after 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 packages described in Section 4 aboveAgreement is executed by Executive.