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

Non-Compete, Non-Solicitation. For and in consideration of the compensation to be paid by the Company pursuant to the terms hereof, and in recognition of the fact that the Grantee will have access to confidential information and other valuable rights of the Company or an Affiliate, the Grantee covenants and agrees that he will not, at any time during his employment with the Company or an Affiliate and for a period of twelve (12) months thereafter, directly or indirectly, engage in any business or in any activity related to the development, sale, production, manufacturing, marketing or distribution of products or services that are in competition with products or services that the Company, its parent company or any of their subsidiaries (in the case of other subsidiaries of the parent company, to the extent Grantee has had access to Confidential Information of such subsidiaries) produces, sells, manufactures, markets, distributes or has interest in, in any state or foreign country in which the Company, its parent company or any of their subsidiaries (in the case of other subsidiaries of the parent company, to the extent Grantee has had access to Confidential Information of such subsidiaries) then conducts business or reasonably has plans to conduct business. It is not the intent of this covenant to bar the Grantee from employment in any company whose general business is the manufacture of communications equipment or delivery of communications services, only to limit specific and direct competition with the Company. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Grantee from being an investor in securities of a competitor listed on a national securities exchange or actively traded over-the-counter so long as such investments are in amounts not significant as compared to his total investments or to the aggregate of the outstanding securities of the issuer of the same class or issue of the specific securities involved. The Grantee further agrees that during his employment by the Company or an Affiliate and for a period of twelve (12) months thereafter, the Grantee shall not, directly or indirectly, induce, attempt to induce, or aid others in inducing, an exempt employee of the Company or an Affiliate to accept employment or affiliation with another firm or corporation engaging in such business or activity of which the Grantee is an employee, owner, partner or consultant.

Non-Compete, Non-Solicitation. For and in (a) In consideration of the compensation Noncompete Payment to be paid by to each Executive hereunder, such Executive acknowledges that in the Company pursuant to the terms hereofcourse of his or her employment with Equipco he or she has become familiar with, and in recognition the course of the fact that the Grantee will have access to confidential information and other valuable rights of the Company his or an Affiliate, the Grantee covenants and agrees that he will not, at any time during his her employment with the Company he or an Affiliate she shall become familiar with, Equipco's and for a the Company's trade secrets and with other Confidential Information concerning Equipco and the Company and its affiliates and that his or her services have been and shall be of special, unique and extraordinary value to Equipco and/or the Company and its affiliates. Therefore, in order to induce the Company to consummate the transaction contemplated by the Purchase Agreement, each Executive agrees that, during the five-year period of twelve commencing on the date hereof (12) months thereafterthe "Noncompete Period"), he or she shall not directly or indirectly, engage in indirectly own any business or in any activity related to the development, sale, production, manufacturing, marketing or distribution of products or services that are in competition with products or services that the Company, its parent company or any of their subsidiaries (in the case of other subsidiaries of the parent company, to the extent Grantee has had access to Confidential Information of such subsidiaries) produces, sells, manufactures, markets, distributes or has interest in, in manage, control, participate in, consult with or render services for any state equipment rental or foreign country in which maintenance business within a 100-mile radius of Equipco's business premises at 110 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (▇▇her than on behalf of, and at the direction of, the Company, its parent company or ). Nothing herein shall prohibit any Executive from being a passive owner of their subsidiaries not more than five percent (in the case of other subsidiaries 5%) of the parent company, to the extent Grantee has had access to Confidential Information outstanding stock of such subsidiaries) then conducts business or reasonably has plans to conduct business. It is not the intent of this covenant to bar the Grantee from employment in any company whose general business is the manufacture of communications equipment or delivery of communications services, only to limit specific and direct competition with the Company. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Grantee from being an investor in securities class of a competitor listed on a national securities exchange or actively traded over-the-counter corporation which is publicly traded, so long as such investments are Executive has no active participation in amounts the business of such corporation. (b) During the Noncompete Period, each Executive shall not significant as compared to his total investments or to the aggregate of the outstanding securities of the issuer of the same class or issue of the specific securities involved. The Grantee further agrees that during his employment by the Company or an Affiliate and for a period of twelve (12) months thereafter, the Grantee shall not, directly or indirectly, induce, indirectly through another entity (i) knowingly induce or attempt to induce, or aid others in inducing, an exempt induce any employee of the Company or an Affiliate any of its affiliates to accept leave the employ of the Company or such affiliate when the Company or any of its affiliates desire to retain that person's services or (ii) knowingly induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its affiliates to cease doing business with the Company or such affiliate, or in any way interfere intentionally or in bad faith with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its affiliates (including, without limitation, making any negative statements or communications about the Company or its affiliates intentionally or in bad faith). (c) If, upon or in contemplation of a Sale of the Company (as defined in the Stock Transfer Agreement, dated as of the date hereof, among the Company, the Executives, and others signatories thereto) with respect to the Company or Equipco, the employment or affiliation of Brevard, Hugh▇▇ ▇▇ Stew▇▇▇ ▇▇ Equipco is terminated or, if after such Sale of the Company, the employment of Brevard, Hugh▇▇ ▇▇ Stew▇▇▇ ▇▇ terminated in connection with another firm or corporation engaging in a refusal to relocate from Harrisonburg, then, for such business or activity terminated Executive, the Noncompete Period shall also terminate at the time of which the Grantee is an employee, owner, partner or consultantsuch termination of employment.

Non-Compete, Non-Solicitation. For and in consideration of the compensation to be paid by the Company pursuant to the terms hereof, and in recognition of the fact that the Grantee will have access to confidential information and other valuable rights of the Company or an Affiliate, ) the Grantee covenants and agrees that he will not, ) at any time during his employment with the Company or an Affiliate and for a period of twelve (12) months thereafter, directly or indirectly, ) engage in any business or in any activity related to the development, sale, production, manufacturing, marketing or distribution of products or services that are in competition with products or services that the Company, its parent company or any of their subsidiaries (in the case of other subsidiaries of the parent company, ) to the extent Grantee has had access to Confidential Information of such subsidiaries) produces, ) sells, manufactures, markets, ) distributes or has interest in, in any state or foreign country in which the Company, its parent company or any of their subsidiaries (in the case of other subsidiaries of the parent company, to the extent Grantee has had access to Confidential Information of such subsidiaries) then conducts business or reasonably has plans to conduct business. It is not the intent of this covenant to bar the Grantee from employment in any company whose general business is the manufacture of communications equipment or delivery of communications services, only to limit specific and direct competition with the Company. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Grantee from being an investor in securities of a competitor listed on a national securities exchange or actively traded over-the-counter so long as such investments are in amounts not significant as compared to his total investments or to the aggregate of the outstanding securities of the issuer of the same class or issue of the specific securities involved. The Grantee further agrees that during his employment by the Company or an Affiliate and for a period of twelve (12) months thereafter, ) the Grantee shall not, directly or indirectly, ) induce, attempt to induce, or aid others in inducing, ) an exempt employee of the Company or an Affiliate to accept employment or affiliation with another firm or corporation engaging in such business or activity of which the Grantee is an employee, owner, partner or consultant.

Non-Compete, Non-Solicitation. For and (a) ▇▇. ▇▇▇▇ acknowledges that in consideration the course of the compensation to be paid by the Company pursuant to the terms hereof, and in recognition of the fact that the Grantee will have access to confidential information and other valuable rights of the Company or an Affiliate, the Grantee covenants and agrees that he will not, at any time during his employment with the Company or an Affiliate Penton he has become familiar with trade secrets and customer lists of and other confidential information concerning Penton and its subsidiaries and affiliates and predecessors thereof and that his services have been of special, unique and extraordinary value to Penton. (b) ▇▇. ▇▇▇▇ agrees for a period of twelve (12) months thereafterone year following the Termination Date, he shall not in any manner, directly or indirectly, engage in through any business person, firm or corporation, alone or as a member of a partnership or as an officer, director, shareholder, investor or employee of or in any activity related to the developmentother corporation or enterprise or otherwise, saleengage or be engaged in, productionor assist any other person, manufacturingfirm, marketing corporation or distribution of products enterprise in engaging or services that are in competition with products or services that the Companybeing engaged in, its parent company any business then actively being conducted by Penton or any of their subsidiaries (in the case of other subsidiaries of the parent company, to the extent Grantee has had access to Confidential Information of such its subsidiaries) produces, sells, manufactures, markets, distributes or has interest in, in any state or foreign country in which the Company, its parent company or any of their subsidiaries (in the case of other subsidiaries of the parent company, to the extent Grantee has had access to Confidential Information of such subsidiaries) then conducts business or reasonably has plans to conduct business. It is not the intent of this covenant to bar the Grantee from employment in any company whose general business is the manufacture of communications equipment or delivery of communications services, only to limit specific and direct competition with the Company. Notwithstanding the foregoing, nothing contained Penton will not unreasonably withhold a waiver of ▇▇. ▇▇▇▇'▇ compliance with his obligations under this Paragraph 13(b), upon ▇▇. ▇▇▇▇'▇ request to associate with a person who is not a major competitor of Penton and represents competition only for a minor part of Penton's annual revenues or earnings, in this Agreement shall prevent each case as determined in good faith by the Grantee from being an investor in securities Board of a competitor listed on a national securities exchange or actively traded over-the-counter so long as such investments are in amounts not significant as compared to his total investments or to the aggregate Directors of the outstanding securities of the issuer of the same class or issue of the specific securities involvedPenton. (c) ▇▇. The Grantee ▇▇▇▇ further agrees that during his employment by the Company or an Affiliate and for a period of twelve (12) months thereaftertwo years following the Termination Date, the Grantee he shall notnot in any manner, directly or indirectly, induce, induce or attempt to induce, or aid others in inducing, an exempt induce any employee of Penton or of any of its subsidiaries or affiliates to quit or abandon his employ. (d) Nothing in this Paragraph 13 shall prohibit ▇▇. ▇▇▇▇ from being: (i) a shareholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 5% of the Company outstanding equity securities of any class of a corporation or an Affiliate other entity which is publicly traded, so long as ▇▇. ▇▇▇▇ has no active participation in the business of such corporation or other entity. (e) If, at the time of enforcement of this Paragraph 13, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to accept employment or affiliation with another firm or corporation engaging in such business or activity of which revise the Grantee is an employeerestrictions contained herein to cover the maximum period, owner, partner or consultantscope and area permitted by law.

Non-Compete, Non-Solicitation. For and in consideration of the compensation to be paid by the Company pursuant to the terms hereof, and in recognition of the fact that the Grantee Participant will have access to confidential information and other valuable rights of the Company or an Affiliate, the Grantee Participant covenants and agrees that he will not, at any time during his employment with the Company or an Affiliate and for a period of twelve (12) months thereafter, directly or indirectly, engage in any business or in any activity related to the development, sale, production, manufacturing, marketing or distribution of products or services that are in competition with products or services that the Company, its parent company or any of their subsidiaries (in the case of other subsidiaries of the parent company, to the extent Grantee Participant has had access to Confidential Information of such subsidiaries) produces, sells, manufactures, markets, distributes or has interest in, in any state or foreign country in which the Company, its parent company or any of their subsidiaries (in the case of other subsidiaries of the parent company, to the extent Grantee Participant has had access to Confidential Information of such subsidiaries) then conducts business or reasonably has plans to conduct business. It is not the intent of this covenant to bar the Grantee Participant from employment in any company whose general business is the manufacture of communications equipment or delivery of communications services, only to limit specific and direct competition with the Company. Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Grantee Participant from being an investor in securities of a competitor listed on a national securities exchange or actively traded over-the-counter so long as such investments are in amounts not significant as compared to his total investments or to the aggregate of the outstanding securities of the issuer of the same class or issue of the specific securities involved. The Grantee Participant further agrees that during his employment by the Company or an Affiliate and for a period of twelve (12) months thereafter, the Grantee Participant shall not, directly or indirectly, induce, attempt to induce, or aid others in inducing, an exempt employee of the Company or an Affiliate to accept employment or affiliation with another firm or corporation engaging in such business or activity of which the Grantee Participant is an employee, owner, partner or consultant.

Non-Compete, Non-Solicitation. For and in consideration of the compensation to be paid by the Company pursuant to the terms hereof, and in recognition of the fact that the Grantee Participant will have access to confidential information and other valuable rights of the Company or an Affiliate, the Grantee Participant covenants and agrees that he will not, at any time during his employment with the Company or an Affiliate and for a period of twelve (12) months thereafter, directly or indirectly, engage in any business or in any activity related to the development, sale, production, manufacturing, marketing or distribution of products or services that are in competition with products or services that the Company, its parent company or any of their subsidiaries (in the case of other subsidiaries of the parent company, to the extent Grantee has had access to Confidential Information of such subsidiaries) produces, sells, manufactures, markets, distributes or has interest in, in any state or foreign country in which the Company, its parent company or any of their subsidiaries (in the case of other subsidiaries of the parent company, to the extent Grantee the Participant has had access to Confidential Information of such subsidiaries) then conducts business or reasonably has plans to conduct business. It is not the intent of this covenant to bar the Grantee Participant from employment in any company whose general business is the manufacture of communications equipment or delivery of communications services, only to limit specific and direct competition with the Company. Notwithstanding the foregoing, nothing contained in this Award Agreement shall prevent the Grantee Participant from being an investor in securities of a competitor listed on a national securities exchange or actively traded over-the-counter so long as such investments are in amounts not significant as compared to his total investments or to the aggregate of the outstanding securities of the issuer of the same class or issue of the specific securities involved. The Grantee Participant further agrees that during his employment by the Company or an Affiliate and for a period of twelve (12) months thereafter, the Grantee Participant shall not, directly or indirectly, induce, attempt to induce, or aid others in inducing, an exempt employee of the Company or an Affiliate to accept employment or affiliation with another firm or corporation engaging in such business or activity of which the Grantee Participant is an employee, owner, partner or consultant.