Common use of Non-Compete Clause in Contracts

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial].

Non-Compete. Executive acknowledges that during his employment relationship with, Unless a Change in Control (as defined below) shall have occurred after the date hereof: (i) In order to better protect the goodwill of the Corporation and its Affiliates and to prevent the disclosure of the Corporation’s or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with its Affiliates’ trade secrets and other Confidential Information concerning such Related Companiesconfidential information and thereby help insure the long-term success of the business, and with investment opportunities relating to their respective businessesthe Grantee, and that Executive’s services have been and without prior written consent of the Corporation, will be not engage in any activity or provide any services, whether as a director, manager, supervisor, employee, adviser, agent, consultant, owner of specialmore than five (5) percent of any enterprise or otherwise, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two (2) years thereafter (following the “Noncompete Period”)date of the Grantee’s termination of employment with the Corporation or any of its Affiliates, he will not directly or indirectly ownin connection with the manufacture, managedevelopment, controladvertising, participate inpromotion, consult with, render services fordesign, or in sale of any other manner engage in any business, service or invest in product which is the same as or lend money similar to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with any services or products of the Corporation or its Affiliates (includingincluding both existing services or products as well as services or products known to the Grantee, without limitationas a consequence of the Grantee’s employment with the Corporation or one of its Affiliates, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by in development): (1) with respect to which the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period Grantee’s work has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) been directly concerned at any time during the portion two (2) years preceding termination of employment with the Corporation or one of its Affiliates, or (2) with respect to which during that period of time the Grantee, as a consequence of the Noncompete Period following Grantee’s job performance and duties, acquired knowledge of trade secrets or other confidential information of the Termination Date, being employed by a Person that is engaged in any Competitive Business Corporation or investing in or lending money to any Competitive Business, provided that Executive its Affiliates. (Aii) complies with Section 7 above and (B) has no direct involvement in any aspect For purposes of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of Section 3(b), it shall be conclusively presumed that the Grantee has knowledge of information he or she was directly exposed to through actual receipt or review of memos or documents containing such information, or through actual attendance at meetings at which such information was discussed or disclosed. (iii) The Corporation is authorized to suspend or terminate this Option and any other outstanding stock option or stock appreciation right held by the Grantee prior to or after termination of employment if the Grantee engages in any conduct agreed to be avoided pursuant to the provisions of Section 8(a3(b) at any time within the two (2) years following the date of the Grantee’s termination of employment with the Corporation or any of its Affiliates. (iv) If, at any time within two (2) years after the date of the Grantee’s termination of employment with the Corporation or any of its Affiliates, Grantee engages in any conduct agreed to be avoided pursuant to the provisions of Section 3(b), then any gain (without regard to tax effects) realized by Grantee from the exercise of this Option, in whole or in part, shall be paid by Grantee to the Corporation. [initial]Grantee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Grantee to the extent of the amounts Grantee owes the Corporation hereunder.

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial].

Non-Compete. The Executive acknowledges that during his employment relationship with(i) the services to be performed by him under this Agreement are of a special, unique, extraordinary and intellectual character; (ii) the Executive possesses substantial technical and managerial expertise and skill with respect to the Corporation's business; (iii) the Corporation's business is national in scope and its products and services are marketed throughout the nation; (iv) the Corporation competes with other businesses that are or through his involvement as a member or stockholder of, could be located in any Related Company, part of the nation; (v) the covenants and obligations of Executive has under this Paragraph 4.2 are material inducement and will become familiar with trade secrets condition to the Corporation's entering into this Agreement and other Confidential Information concerning such Related Companiesperforming its obligations hereunder; and (vi) the provisions of this Paragraph 4.2 are reasonable and necessary to protect the Corporation's business. In consideration of the acknowledgments by the Executive, and with investment opportunities relating in consideration of the compensation and benefits to their respective businessesbe paid or provided to Executive by the Corporation, and the Executive covenants that Executive’s services have been and he will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees thatnot, during the Employment Period Term and for a period of two (2) years thereafter (following the “Noncompete Period”)expiration or earlier termination of this Agreement, he will not without the prior written consent of the Corporation, directly or indirectly ownindirectly: (a) knowingly solicit any business, managein the same product or business line or one that is closely related to that in which the Executive was engaged during his employment, controlfor or from, participate in, consult or become associated with, render services foras principal, agent, employee, consultant, or in any other manner engage in capacity, any businessperson who, or invest in entity which, at the time of, or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Periodtwelve (12) months immediately preceding such expiration or termination was in direct competition with the Corporation; (b) become a principal, agent, employee, consultant, or as of the end of the Employment Period if the Employment Period has then ended) (otherwise become associated with any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class person or entity which is publicly traded, so long as Executive has no engaged in direct or indirect participation in competition (i.e., doing indirectly through others what the business of such corporation or (iiExecutive could not do directly) at any time during with the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]Corporation.

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to During the foregoing entities. Therefore, Executive agrees that, during the Employment Period Term and for a period of two years thereafter ending eighteen (18) months after the Term (the “Noncompete "Restricted Period”"), he will whether or not the Executive becomes entitled to severance payments hereunder, the Executive shall not, directly or indirectly indirectly, within 150 miles of (x) any ice manufacturing, bottled water or cold storage facility owned by the Company or its Subsidiaries or acquired by the Company after the date hereof or (y) any facility, company or territory being actively evaluated by the Company during the Term, which active evaluation the Executive had actual knowledge of, as a likely acquisition or expansion opportunity within the twelve (12) months following the last day of the Term, (i) be employed by, or render services to, any person, firm or corporation engaged in any business which would directly compete with the Company in the ice, bottled water or cold storage businesses ("Competitive Business"), (ii) own, manage, operate, control, assist, consult, advise or participate inin the ownership, consult withmanagement, render services foroperation or control of any Competitive Business, or otherwise engage in any Competitive Business for the Executive's own account or (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other manner engage in any businessrelationship or capacity. Notwithstanding the foregoing, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit 6.1.1 shall not preclude the Executive from (i) being investing the Executive's personal assets in the securities of any corporation or other business entity which is engaged in a passive owner of less Competitive Business if such securities are traded on a national stock exchange, through an automated inter-dealer quotation system or in the over-the-counter-market and if such investment does not result in the Executive beneficially owning, at any time, more than 51% of the outstanding stock class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect publicly-traded equity securities of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial].

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company and its Subsidiaries he has and will shall become familiar with the Company’s trade secrets and with other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s his services have been and will shall continue to be of special, unique and extraordinary value to the foregoing entitiesCompany and its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and for a period one year following either the date of two years thereafter (termination of the “Noncompete Period”)Employment Period for any reason or the Expiration Date, he will not Executive shall not, directly or indirectly ownown 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 other manner engage in any businessbusiness competing with the businesses of the Company or its Subsidiaries, as such businesses exist or invest are in or lend money to any business (in each case, including on his own behalf the process of being implemented during the Employment Period or on behalf the date of another Person) which constitutes the termination or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during expiration of the Employment Period, within any geographical area in which the Company or as its Subsidiaries engage or plan to engage in such businesses. Executive acknowledges (i) that the business of the end Company and its Subsidiaries will be conducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Employment Period if Company or any of its Subsidiaries, or any of its executives or employees (including the Employment Period has then endedExecutive), it is expected that the Company and its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States and (iii) (any such businessas part of his responsibilities, a “Competitive Business”)Executive will be traveling throughout the United States in furtherance of the business and relationships of the Company and its Subsidiaries. Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 52% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]corporation.

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years one year thereafter (the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest be an investor in or lend money lender to any business (business, in each case, case including on his own behalf or on behalf of another Person) , which constitutes or is engaged in the business of providing over-the-phone language interpretation services to business and governmental agencies or any other business that is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any of the Related Company Companies (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Businesscorporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial].

Non-Compete. Executive acknowledges Ancillary to the consideration reflected within this Agreement, the Company and Consultant agree to the following non-competition provisions. Consultant agrees that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that ExecutiveConsultant’s services have been and will be of special, unique and extraordinary value to engagement by the foregoing entities. Therefore, Executive agrees that, during the Employment Period Company and for a period of two years thereafter twelve (12) months following the termination of his engagement (“Noncompete Non-Compete Period”)): (i) Consultant shall not, he will not directly or indirectly ownindirectly, manage, control, participate in, consult with, render services for, or in any other manner (A) engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with participate (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Periodan investor, officer, employee, director, agent, or as of the end of the Employment Period if the Employment Period has then ended) consultant (any such businesscapacity, being a “Competitive BusinessParticipant”) in or on behalf of any entity engaging in (1) any line of business competitive with that of the Company or any of its Affiliates, including but not limited to the Company’s business of developing therapeutics for metastatic castrate resistant prostate cancer or graft versus host disease, or (2) any other line of business that the Company or any of its Affiliates was contemplating on or before the date of Consultant’s termination as evidenced by existing memoranda, minutes or other correspondence (including, without limitation, internal or external presentations), if during Consultant’s engagement by the Company, Consultant had access or potential access to information regarding the proposed plans or the business in which the Company engaged, or (B) except as a consultant to the Company, in any capacity for Consultant or others, directly or indirectly call on, service, or solicit competing business from clients or prospective clients of the Company if during Consultant’s engagement by the Company Consultant had or made contact with the client, or had access to information and files about the client (the “Non-Compete Obligations”). Nothing in this Section 8 will prohibit Executive , provided, however, that nothing herein shall prevent Consultant from (i) being investing as a passive owner of less than 5% of the outstanding stock of a corporation shareholder in securities of any class company listed on a national securities exchange or quoted on an automated quotation system. Consultant has disclosed his relationship with the entities listed on Exhibit C attached hereto and the foregoing will not apply to such relationships as disclosed on Exhibit C. Consultant shall notify the Company in writing of all other consulting agreements, employment agreements or arrangements which is publicly tradedConsultant enters into with, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money consulting services which Consultant may provide to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in third party subsequent to the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions date of this Section 8(a). [initial]Agreement.

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that that, during his the course of Executive’s employment relationship with, or through his involvement as a member or stockholder of, any Related with the Company, Executive has and will shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Acadia and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s services have been and will shall be of special, unique and extraordinary value to Acadia and the foregoing entities. ThereforeSubsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of two years thereafter twelve (12) months (the “Noncompete Period”), he will Executive shall not (i) directly or indirectly ownown any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any businessbusiness that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business (activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Acadia and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Personits obligations under Section 4(b) which constitutes or and such breach is competitive with (includingnot the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Periodotherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such businessa director, a “Competitive Business”officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 52% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]corporation.

Non-Compete. Executive The Holder acknowledges that during his employment the Holder’s relationship with, or through his the Holder’s involvement as a member or stockholder of, any Related Company, Executive the Holder has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executivethe Holder’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive the Holder agrees that, that for the period during which the Employment Period Holder is employed by the Company or any of its Subsidiaries and for a period of two years thereafter one year after the date upon which the Holder’s employment with the Company and its Subsidiaries ceases (the “Noncompete Period”), he the Holder will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his own the Holder’s behalf or on behalf of another Person) which constitutes or is engaged in the business of providing over-the-phone language interpretation services to business and governmental agencies or any other business that is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any of the Related Company Companies (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, period the Holder is employed by the Company or as any of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”its Subsidiaries). Nothing in this Section 8 8(a) will prohibit Executive the Holder from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which that is publicly traded, so long as Executive the Holder has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Businesscorporation. By initialing in the space provided below, Executive the Holder acknowledges that he or she has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). /s/ JA [initial].

Non-Compete. In consideration of (i) the consummation of the Merger by IBG, and (ii) the execution of this Agreement by the Employer, and ancillary to the otherwise enforceable agreements in the Reorganization Agreement and this Agreement (including Sections 2 and 3 of this Agreement), if Executive acknowledges that during voluntarily terminates his employment relationship with, without Good Reason or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Employer terminates Executive’s services have been and will be of specialemployment for Cause, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and then for a period of two years thereafter one year following such termination of Executive’s employment with Employer (the “Noncompete Non-competition Period”), he the Executive will not not, directly or indirectly indirectly, without the written consent of the Board, own, manage, operate, control, be employed by, consult with or participate in or be connected with any entity owning or having financial interest in, consult whether direct or indirect, a business entity which is in the same line or lines of business as and competes with the business of the Employer, if such business has a branch or other office of any kind located within the Houston MSA. Executive may not avoid the purpose and intent of this Section 7.1 by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. For purposes of this Section 7.1, each of the following activities, without limitation, shall be deemed to constitute proscribed activities during the Non-competition Period: to engage in, work with, render services forhave an interest in (other than interests of less than 1% in companies with securities traded on a nationally recognized stock exchange or interdealer quotation system), advise, consult, manage, operate, lend money to (other than interests of less than 1% in companies with securities traded on a nationally recognized stock exchange or interdealer quotation system), guarantee the debts or obligations of, or permit one’s name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any person or persons, firm, association, company or corporation, whether as principal, director, agent, shareholder, partner, employee, consultant or in any other manner engage whatsoever. 7.1.1 If Employer terminates the Executive’s employment without Cause or Executive terminates for Good Reason and Employer pays its obligations under Section 4.5, the Non-competition Period set forth in any business, or invest in or lend money Sections 7.1 and 7.2 shall be automatically revised to any business (in each case, including that period of time beginning on his own behalf or on behalf the date of another Person) which constitutes or is competitive with (including, without limitation, by competing for termination of employment through the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as expiration of the end then existing Term. 7.1.2 If the Term of the Employment Agreement is not automatically renewed because Employer provides the required notice of non-renewal, then the Non-competition Period shall end upon the expiration of the then existing Term. 7.1.3 If the Term of the Agreement is not automatically renewed because the Executive provides the required notice of non-renewal prior to the expiration of three (3) years from the Effective Date, then the Non-competition/Non-solicitation Period shall extend for a period of one year following the expiration of the then existing Term however, if the Employment Executive provides the required notice of non-renewal three years after the Effective Date, the Non-competition/Non-solicitation Period has then endedshall extend for a period of six (6) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% months following the expiration of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]then existing Term.

Non-Compete. Executive The Holder acknowledges that during his employment the Holder’s relationship with, or through his the Holder’s involvement as a member or stockholder of, any Related Company, Executive the Holder has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executivethe Holder’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive the Holder agrees that, that for the period during which the Employment Period Holder is employed by the Company or any of its Subsidiaries and for a period of two years thereafter one year after the date upon which the Holder’s employment with the Company and its Subsidiaries ceases (the “Noncompete Period”), he the Holder will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his own the Holder’s behalf or on behalf of another Person) which constitutes or is engaged in the business of providing over-the-phone language interpretation services to business and governmental agencies or any other business that is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any of the Related Company Companies (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, period the Holder is employed by the Company or as any of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”its Subsidiaries). Nothing in this Section 8 8(a) will prohibit Executive the Holder from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which that is publicly traded, so long as Executive the Holder has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Businesscorporation. By initialing in the space provided below, Executive the Holder acknowledges that he or she has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). /s/ PS [initial].

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during his the course of her employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company she has and will shall become familiar with Holdings’ and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Holdings and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to Holdings and the foregoing entities. ThereforeSubsidiaries, and, therefore, Executive agrees that, : (i) during the Employment Period and for a period thereafter of two years thereafter six (6) months (the “Noncompete Period”), he will she shall not (i) directly or indirectly ownown any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any businessbusiness that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business (activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Holdings and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a)(i) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Personits obligations under Section 4(b) which constitutes or and such breach is competitive with (includingnot the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Periodotherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such businessa director, a “Competitive Business”officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 52% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or corporation; and (ii) at any time during the portion Employment Period and for a period thereafter of the Noncompete Period following the Termination Datetwelve (12) months, being employed by a Person that is engaged Executive shall not shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any Competitive Business manner engage in any business with, for or investing in or lending money to any Competitive Business, on behalf of Behavioral Centers of America (the “BCA Noncompete Period”); provided that Executive (A) complies with Section 7 above and (B) has no direct involvement shall not be subject to the restrictions set forth in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]7(a)(ii) if the Employment Period is terminated by the Company without Cause or by Executive with Good Reason and for so long as the Company is in breach of its obligations under Section 4(b) and such breach is not the subject of a good faith dispute between the Company and Executive.

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company he has and will shall become familiar with Holdings’ and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Holdings and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to Holdings and the foregoing entities. ThereforeSubsidiaries, and, therefore, Executive agrees that, : (i) during the Employment Period and for a period thereafter of two years thereafter six (6) months (the “Noncompete Period”), he will shall not (i) directly or indirectly ownown any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any businessbusiness that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business (activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Holdings and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a)(i) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Personits obligations under Section 4(b) which constitutes or and such breach is competitive with (includingnot the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Periodotherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such businessa director, a “Competitive Business”officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 52% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or corporation; and (ii) at any time during the portion Employment Period and for a period thereafter of the Noncompete Period following the Termination Datetwelve (12) months, being employed by a Person that is engaged Executive shall not shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any Competitive Business manner engage in any business with, for or investing in or lending money to any Competitive Business, on behalf of Behavioral Centers of America (the “BCA Noncompete Period”); provided that Executive (A) complies with Section 7 above and (B) has no direct involvement shall not be subject to the restrictions set forth in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]7(a)(ii) if the Employment Period is terminated by the Company without Cause or by Executive with Good Reason and for so long as the Company is in breach of its obligations under Section 4(b) and such breach is not the subject of a good faith dispute between the Company and Executive.

Non-Compete. Executive (a) In the event the Employment Period is terminated under paragraphs 4(b) or 4(c) above, then the non-compete provisions of this paragraph 5 will apply to Employee. In the event the Employment Period is otherwise terminated, such as without Cause, then no part of this paragraph 5 will apply to Employee. (b) Employee recognizes and acknowledges that during his by virtue of accepting employment relationship withhereunder, or through his involvement as a member or stockholder ofEmployee will acquire valuable training and knowledge, any Related Companyenhance Employee's professional skills and experience, Executive has and will become familiar with learn proprietary trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the Company. In consideration of the foregoing entities. Thereforeand the benefits conferred to Employee under this employment contract, Executive Employee agrees that, that during the Employment Period and for a period of two years one (1) year thereafter (the “Noncompete "Non-Compete Period”"), he Employee will not directly or indirectly (whether as employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise) own, manage, control, participate in, consult with, advertise on behalf of, render services for, for or in any other manner engage in any businesscompetitive business of soliciting or providing any computer, technology, IT, cybersecurity, telecommunications expense management, telecommunications lifecycle management or invest in mobile device management services (including consulting services) or lend money products of any type whatsoever to any business (federal, state and/or local governments and/or to any existing or targeted customers or clients of the Company, with the term “targeted” meaning customers or clients that the Company has contacted within the last 12 months or included in each case, including on his own behalf a sales or on behalf strategic plan of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed prior to be operated or managed by the Related Companies during date of termination of the Employment Period; nor shall Employee solicit any other Person to engage in any of the foregoing activities or knowingly request, induce or attempt to influence any then existing or targeted customers, clients or suppliers of the Company to curtail any business they are currently, or as of in the end of last 24 months have been, transacting with the Employment Period if Company (the Employment Period has then ended) (any such business, a “Competitive Business"Non-Compete”). Nothing in this Section 8 herein will prohibit Executive prevent Employee from (i) being a passive owner of less not more than 51% of the outstanding stock of any class of a corporation which is engaged in a competitive business of any class the Company and which is publicly traded, so long as Executive Employee has no direct or indirect participation in the business of such corporation or (ii) at any time corporation. Furthermore, during the portion Non-Compete Period, Employee shall not, without the Company's prior written consent, directly or indirectly, knowingly solicit or encourage or attempt to influence any existing employee or recruit to leave or discourage their employment with the Company. Employee agrees that the restraint imposed under this paragraph 5 is reasonable and not unduly harsh or oppressive. (c) If, at the time of enforcement of any provision of paragraph 5(b) above, a court or arbitrator holds that the Noncompete Period following restrictions stated therein are unreasonable or unenforceable under circumstances then existing, the Termination DateCompany and Employee agree that the maximum period, being employed by scope, or geographical area reasonable or permissible under such circumstances will be substituted for the stated period, scope or area. (d) Since a Person that material purpose of this Agreement is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing protect the Company's investment in the space provided belowEmployee and to secure the benefits of Employee's background and general experience in the industry, Executive acknowledges the parties hereto agree and acknowledge that he has read carefully and had the opportunity to consult with legal counsel regarding money damages may not be an adequate remedy for any breach of the provisions of this Section 8(a)paragraph 5 or paragraph 6. [initial]Therefore, in the event of a breach by Employee of any of the provisions of this paragraph 5 or paragraph 6, the Company, or its successors or assigns may, in addition to other rights and remedies existing in its favor, 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 such provisions of this Agreement.

Non-Compete. In further consideration of the employment of Executive and the compensation and benefits provided to Executive hereunder, and the transfer by Executive of goodwill as seller in the Transaction, Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has with the Company and will its subsidiaries he shall become familiar with the Company’s and its subsidiaries’ and affiliates’ trade secrets and with other Confidential Information confidential information concerning such Related Companies, the Company and with investment opportunities relating its subsidiaries (collectively referred to their respective businesses, herein as “▇▇▇▇▇▇▇▇”) and that Executive’s his services have been and will shall be of special, unique and extraordinary value to the foregoing entities▇▇▇▇▇▇▇▇. Therefore, Executive agrees that, that during his period of employment with the Employment Period Company and for a period of two three (3) years thereafter after the Executive’s resignation or other termination from employment with the Company for any reason (the three-year period following such termination date, the “Noncompete Restricted Period”), he will shall not directly or indirectly ownown any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest business that engages in or lend money to otherwise competes with any business business(es) of ▇▇▇▇▇▇▇▇ as such business(es) of ▇▇▇▇▇▇▇▇ could be reasonably described (in each case, including on his own behalf or on behalf of another Person) which constitutes either as it exists or is competitive with in process during the period of Executive’s employment or at Executive’s termination date (includingsuch business(es), the “Business”), within any geographical area in the United States in which ▇▇▇▇▇▇▇▇ engages or plans to engage in such Business (the “Restricted Area”). For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venture, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Periodotherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such businessa director, a “Competitive Business”officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 52% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]corporation.

Non-Compete. In consideration of (i) the consummation of the Merger by IBG, and (ii) the execution of this Agreement by the Employer, and ancillary to the otherwise enforceable agreements in the Reorganization Agreement and this Agreement (including Sections 2 and 3 of this Agreement), if Executive acknowledges that during voluntarily terminates his employment relationship with, without Good Reason or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Employer terminates Executive’s services have been and will be of specialemployment for Cause, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and then for a period of two years thereafter one year following such termination of Executive’s employment with Employer (the “Noncompete Non-Competition Period”), he the Executive will not not, directly or indirectly indirectly, without the written consent of the Board, own, manage, operate, control, be employed by, consult with or participate in or be connected with any entity owning or having financial interest in, consult whether direct or indirect, a business entity which is in the same line or lines of business as and competes with the business of the Employer, if such business has a branch or other office of any kind located within the Houston MSA. Executive may not avoid the purpose and intent of this Section 7.1 by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence; computer generated or assisted communications, or other similar methods. For purposes of this Section 7.1, each of the following activities, without limitation, shall be deemed to constitute proscribed activities during the Non-competition Period: to engage in, work with, render services forhave an interest in (other than interests of less than 1% in companies with securities traded on a nationally recognized stock exchange or interdealer quotation system), advise, consult, manage, operate, lend money to (other than interests of less than 1% in companies with securities traded on a nationally recognized stock exchange or interdealer quotation system), guarantee the debts or obligations of, or permit one’s name or any part thereof to be used in connection with an enterprise or endeavor, either individually, in partnership or in conjunction with any person or persons, firm, association, company or corporation, whether as principal , director, agent, shareholder, partner, employee, consultant or in any other manner engage whatsoever. 7.1.1 If Employer terminates the Executive’s employment without Cause or Executive terminates for Good Reason and Employer pays its obligations under Section 4.5, the Non-competition Period set forth in any business, or invest in or lend money Sections 7.1 and 7.2 shall be automatically revised to any business (in each case, including that period of time beginning on his own behalf or on behalf the date of another Person) which constitutes or is competitive with (including, without limitation, by competing for termination of employment through the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as expiration of the end then existing Term. 7.1.2 If the Term of the Employment Agreement is not automatically renewed because Employer provides the required notice of non-renewal, then the Non-competition Period shall end upon the expiration of the then existing Term. 7.1.3 If the Term of the Agreement is not automatically renewed because the Executive provides the required notice of non-renewal prior to the expiration of three (3) years from the Effective Date, then the Non-competition/Non-solicitation Period shall extend for a period of one year following the expiration of the then existing Term however, if the Employment Executive provides the required notice of non-renewal three years after the Effective Date, the Non-competition/Non -solicitation Period has then endedshall extend for a period of six (6) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% months following the expiration of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]then existing Term.

Non-Compete. Executive acknowledges that during his her employment or other relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive interaction with the WOW Companies she has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related CompaniesPersons, and with investment opportunities relating to their respective businessesthe Business, and that Executive’s her services have been and will be of special, unique and extraordinary value to the foregoing entitiesWOW Companies. Therefore, Executive agrees that, during the Employment Period and for a the period which is the shorter of two years thereafter (i) the remaining Term of this Agreement or (ii) the 24 month period following the last day of the Employment Period (the Employment Period and the period following being the “Noncompete Period”), he she will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his her own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company Business (as and where such Systems are operated or managed or are proposed conducted in any Territory. For purposes of this Agreement, “Territory” means any geographic market in which any of the WOW Companies holds a franchise to be operated or managed by conduct the Related Companies Business during the Employment Period, Period or as in which any of the WOW Companies has taken material steps to obtain franchise rights during the Employment Period or at the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”)terminated. Nothing in this Section 8 7(a) will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in or managerial influence over the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Businesscorporation. By initialing in the space provided below, Executive acknowledges that he she has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a7(a). [initial].

Non-Compete. (a) In the event the Employment Period is terminated by the Company for Cause or by the Executive other than for Good Reason, then the non-compete provisions of this paragraph 6 will apply to Executive. In the event the Employment Period is otherwise terminated, such as by the Company without Cause or by the Executive for Good Reason, then no part of this paragraph 6 will apply to Executive. (b) Executive recognizes and acknowledges that during his by virtue of accepting employment relationship with, or through his involvement as a member or stockholder of, any Related Companyhereunder, Executive has will acquire valuable training and will become familiar with knowledge, enhance Executive’s professional skills and experience, and learn proprietary trade secrets and other Confidential Information concerning such Related Companies, of the Company and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be WidePoint. In consideration of special, unique and extraordinary value to the foregoing entities. Thereforeand this employment contract, Executive agrees that, that during the Employment Period and for a period of two (2) years thereafter (the “Noncompete Non-Compete Period”), he Executive will not directly or indirectly (whether as employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise) own, manage, control, participate in, consult with, advertise on behalf of, render services for, for or in any other manner engage in any businesscompetitive business of soliciting or providing any computer, technology, information technology (IT), consulting or invest in or lend money any other services and/or products of any type whatsoever to any federal, state and/or local governments, agencies, entities doing business (in each casewith any such governments and/or agencies, including on his own behalf and/or to any existing or on behalf targeted customers or clients of another Person) which constitutes or the Company and/or WidePoint, that is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related (i) the Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end date of termination or during the period for the thirty six (36) months prior to the date of termination, or (ii) WidePoint as of the date of termination or during the period for the thirty six (36) months prior to the date of termination, with the term “targeted” meaning customers or clients that the Company or WidePoint has contacted within the last twenty-four (24) months prior to the date of termination of the Employment Period if (with the term “contacted” to exclude any mass email or mass regular mailings, mass media marketing methods or mass telemarketing or meeting at an industry or trade function without further action by the Company or WidePoint); or included in a sales or strategic plan of the Company or WidePoint that Executive is aware of prior to the date of termination of the Employment Period has Period; nor shall Executive solicit any other Person to engage in any of the foregoing activities or knowingly request, induce or attempt to influence any then ended) existing or targeted customers, clients, suppliers, consultants, or any other Persons who have engaged in business with the Company or WidePoint to curtail any business they are currently, or in the last 36 months have been, transacting with the Company or WidePoint (any such business, a the “Competitive Business”Non-Compete). Nothing in this Section 8 herein will prohibit prevent Executive from (i) being a passive owner of less not more than 51% of the outstanding stock of any class of a corporation which is engaged in a competitive business of any class the Company or WidePoint and which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time corporation. For the purposes of this Agreement, such passive ownership of shares shall not be deemed to constitute participation in the business of the corporation. Furthermore, during the portion Non-Compete Period, Executive shall not, without the prior written consent of each of the Noncompete Period following Company and WidePoint, directly or indirectly, knowingly solicit or encourage or attempt to influence any existing employee, consultant or other Person or recruit to leave or discourage their employment with the Termination DateCompany or WidePoint. Executive agrees that the restraint imposed under this paragraph 6 is reasonable and not unduly harsh or oppressive. Executive shall be entitled to provide any prospective employer with a complete copy of this Agreement. (c) If, being employed by at the time of enforcement of any provision of paragraph 6(b) above, a Person court or arbitrator holds that the restrictions stated therein are unreasonable or unenforceable under circumstances then existing, then the Company, WidePoint and Executive agree that the maximum period, scope, or geographical area reasonable or permissible under such circumstances will be substituted for the stated period, scope or area. (d) Since a material purpose of this Agreement is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above protect the Company’s and (B) has no direct involvement in any aspect of such Competitive Business. By initialing WidePoint’s investment in the space provided belowExecutive, Executive acknowledges including but not limited to the purchase price consideration payable to the Employer under the terms of the Purchase Agreement, and to secure the benefits of Executive’s background and general experience in the industry, the parties hereto agree and acknowledge that he has read carefully and had the opportunity to consult with legal counsel regarding money damages may not be an adequate remedy for any breach of the provisions of this Section 8(a)paragraph 6. [initial]Therefore, in the event of a breach by Executive of any of the provisions of this paragraph 6, the Company, WidePoint or their successors or assigns may, in addition to other rights and remedies existing in its favor, 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 of this Agreement.

Non-Compete. Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has The Seller agrees not to (and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees thatcause its Subsidiaries not to), during the Employment Period and for a period of two 5 years thereafter following the Closing (the “Noncompete "Non-Compete Period”"), he will not directly or indirectly ownown any interest in, manage, control, participate in, consult with, render services for, for or in any other manner engage in any businessin, or invest in or lend money to any business engaged in the manufacture or sale of frozen or canned vegetable products (other than vegetable dips, snack dips, guacamole dips, pickles or pickle-related products), within any geographical area in each casewhich, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (includingat the Closing Date, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as either of the end of Targets engages in such business (the Employment Period if "Non-Compete Businesses"); provided that nothing herein shall prohibit the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from Seller and its Subsidiaries from: (i) being acquiring any interest in any Person which, directly or indirectly, engages in any of the Non-Compete Businesses and subsequently managing, controlling, participating in, consulting with or rendering services for such Person or engaging through such Person in any of the Non-Compete Businesses, so long as (x) the sale of the products which relate to the Non-Compete Businesses on a passive owner worldwide basis does not account for more than the lesser of less than (1) $50,000,000 in sales on an annual basis and (2) 5% of the outstanding stock sales of such Person either immediately before or after such acquisition or (y) if within 270 days of such acquisition the Seller disposes of to a corporation of any class Person which is publicly tradednot an Affiliate of the Seller, so long as Executive has no direct or indirect participation enters into a definitive agreement with a Person which is not an Affiliate of the Seller to dispose of, that portion of the acquired business that engages in the business of such corporation Non-Compete Businesses; or (ii) at any time during the portion owning less than 20% of the Noncompete Period following the Termination Date, being employed by a Person that is engaged equity securities or other interest in any Competitive Business Person, provided such ownership is passive other than the exercise of shareholder rights. If, at the time of enforcement of this Section, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the Buyer and the Seller agree that the maximum period, scope or investing geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. The Parties agree that money damages would not be an adequate remedy for any breach of this Section. Therefore, in the event of a breach or lending money threatened breach of this Section, the Buyer or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any Competitive Businesscourt of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in or prevent any aspect of such Competitive Business. By initialing in the space provided belowviolation of, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of hereof (without posting a bond or other security). Seller agrees that the restrictions contained in this Section 8(a). [initial]are reasonable.

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive with the Company he has and will shall become familiar with Holdings’ and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Holdings and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to Holdings and the foregoing entities. ThereforeSubsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of two years thereafter twelve (12) months (the “Noncompete Period”), he will shall not (i) directly or indirectly ownown any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any businessbusiness that derives at least 25% of its gross revenue from the business of providing behavioral healthcare and/or related services or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or invest in or lend money to any manner engaging in any business (activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within any geographical area in which Holdings and the Subsidiaries engage in such businesses; provided that Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated by the Company without Cause or on behalf by Executive with Good Reason and for so long as the Company is in breach of another Personits obligations under Section 4(b) which constitutes or and such breach is competitive with (includingnot the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Periodotherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such businessa director, a “Competitive Business”officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 52% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]corporation.

Non-Compete. Executive acknowledges that during his employment or ----------- other relationship with, or through his involvement as a member or stockholder of, any interaction with the Avalon-Related Company, Executive Companies he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related CompaniesPersons, and with investment opportunities relating to their respective businessesthe Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years six (6) months thereafter (the “Employment Period and such six-month period being the "Noncompete Period”"), he ----------------- will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each casecase including, including without limitation, on his own behalf or on behalf of another Personentity) which constitutes or is competitive with (including, without limitation, by competing for in the same subscriber or customer base) cable television business in any business conducted by any System owned or managed by any market in which the Avalon-Related Company (as and where such Systems Companies are operated or managed operating or are proposed considering operating (including pursuant to be operated or managed by the Related Companies any potential acquisitions), at any given point in time during the Employment Period, Period or as of the end of the Employment Period if the Employment Period has then ended) (any such business; provided -------- that for purposes of this Section 9(a), a “Competitive Business”but not for purposes of Section 9(b), the Noncompete Period will terminate at the end of the Employment Period if the Employment Period is terminated by the Company other than for Cause or Executive's disability. Nothing in this Section 8 9 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Businesscorporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a9(a). _______ [initialINITIAL].

Non-Compete. Executive The Holder acknowledges that during his employment the Holder’s relationship with, or through his the Holder’s involvement as a member or stockholder of, any Related Company, Executive the Holder has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executivethe Holder’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive the Holder agrees that, that for the period during which the Employment Period Holder is employed by the Company or any of its Subsidiaries and for a period of two years thereafter one year after the date upon which the Holder’s employment with the Company and its Subsidiaries ceases (the “Noncompete Period”), he the Holder will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his own the Holder’s behalf or on behalf of another Person) which constitutes or is engaged in the business of providing over-the-phone language interpretation services to business and governmental agencies or any other business that is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any of the Related Company Companies (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, period the Holder is employed by the Company or as any of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”its Subsidiaries). Nothing in this Section 8 8(a) will prohibit Executive the Holder from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which that is publicly traded, so long as Executive the Holder has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Businesscorporation. By initialing in the space provided below, Executive the Holder acknowledges that he or she has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). /s/ JLM [initial].

Non-Compete. Executive (a) In the event the Employment Period is terminated under paragraphs 4(b), 4(c) or 4(d) above, then the non-compete provisions of this paragraph 5 will apply to Employee. In the event the Employment Period is otherwise terminated, such as without Cause, then no part of this paragraph 5 will apply to Employee. (b) Employee recognizes and acknowledges that during his by virtue of accepting employment relationship withhereunder, or through his involvement as a member or stockholder ofEmployee will acquire valuable training and knowledge, any Related Companyenhance Employee's professional skills and experience, Executive has and will become familiar with learn proprietary trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the Company. In consideration of the foregoing entities. Thereforeand this employment contract, Executive Employee agrees that, that during the Employment Period and for a period of two (2) years thereafter (the “Noncompete "Non-Compete Period”"), he Employee will not directly or indirectly (whether as employee, director, owner, stockholder, consultant, partner (limited or general) or otherwise) own, manage, control, participate in, consult with, advertise on behalf of, render services for, for or in any other manner engage in any businesscompetitive business of fabricating, manufacturing, distributing, wholesaling or retailing of orthotics or prosthetics, or invest in the operation of manufacturing or lend money to any business (in each case, including on his own behalf distribution businesses involving orthotics or on behalf prosthetics or the operation of another Person) which constitutes or is competitive with (including, without limitation, by competing clinics for the same subscriber provision of orthotics or customer baseprosthetics to patients, or any other related orthotic or prosthetic manufacturing or non-manufacturing businesses which the Company is engaged in during and at the expiration of the Employment Period, anywhere in the United States with respect to manufacturing or distribution activities, and with respect to patient-care clinics at any location within a fifty (50) mile radius of any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or facility operated, managed or are proposed to be operated or managed staffed by the Related Companies Company at which the Employee performed services during the Employment Period; nor shall Employee solicit any other Person to engage in any of the foregoing activities or knowingly request, induce or attempt to influence any then existing patient, customer, referral source or supplier of the Company to curtail any business they are currently, or as of in the end of last 36 months have been, transacting with the Employment Period if Company (the Employment Period has then ended) (any such business, a “Competitive Business”"Non-Compete). Nothing in this Section 8 herein will prohibit Executive prevent Employee from (i) being a passive owner of less not more than 51% of the outstanding stock of any class of a corporation which is engaged in a competitive business of any class the Company and which is publicly traded, so long as Executive Employee has no direct or indirect participation in the business of such corporation or (ii) at any time corporation. Furthermore, during the portion Non-Compete Period, Employee shall not, without the Company's prior written consent, directly or indirectly, knowingly solicit or encourage or attempt to influence any employee to leave the employment of the Noncompete Company. The termination of the Company's employees within the scope of Employee's employment during the Employment Period following shall not be considered a violation of the Termination Dateterms of this Paragraph 5(b). Employee agrees that the restraint imposed under this paragraph 5 is reasonable and not unduly harsh or oppressive. (c) If, being employed by at the time of enforcement of any provision of paragraph 5(b) above, a Person court or arbitrator holds that the restrictions stated therein are unreasonable or unenforceable under circumstances then existing, the Company and Employee agree that the maximum period, scope, or geographical area reasonable or permissible under such circumstances will be substituted for the stated period, scope or area. (d) Since a material purpose of this Agreement is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing protect the Company's investment in the space provided belowEmployee and to secure the benefits of Employee's background and general experience in the industry, Executive acknowledges the parties hereto agree and acknowledge that he has read carefully and had the opportunity to consult with legal counsel regarding money damages may not be an adequate remedy for any breach of the provisions of this Section 8(a)paragraph 5. [initial]Therefore, in the event of a breach by Employee of any of the provisions of this paragraph 5, the Company or its successors or assigns may, in addition to other rights and remedies existing in its favor, 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 of this Agreement.

Non-Compete. Executive acknowledges that during his her employment or other relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive interaction with the WOW Companies she has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related CompaniesPersons, and with investment opportunities relating to their respective businessesthe Business, and that Executive’s her services have been and will be of special, unique and extraordinary value to the foregoing entitiesWOW Companies. Therefore, Executive agrees that, during the Employment Period and for a the 24 month period following the last day of two years thereafter the Employment Period (the Employment Period and the period following being the “Noncompete Period”), he she will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his her own behalf or on behalf of another Person) which constitutes or is competitive with all or part of the business of providing cable television, Internet, data, telephony and other communications services (includingtogether with all reasonably related activities and any other material business in which the WOW Companies are engaged on the last day of the Employment Period or in which they have planned and taken material steps, without limitationon or prior to such date, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated engaged in on or managed by after such date the Related “Business”) as conducted in any Territory. For purposes of this Agreement, “Territory” means any geographic market in which any of the WOW Companies holds a franchise to conduct the Business during the Employment Period, Period or as in which any of the WOW Companies has taken material steps to obtain franchise rights during the Employment Period or at the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”)terminated. Nothing in this Section 8 7(a) will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in or managerial influence over the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Businesscorporation. By initialing in the space provided below, Executive acknowledges that he she has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a7(a). [initial].

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will with the Company he shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning such Related Companies, Acadia and with investment opportunities relating to their respective businesses, the Subsidiaries and that Executive’s his services have been and will shall be of special, unique and extraordinary value to Acadia and the foregoing entities. ThereforeSubsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of two years thereafter (x) in the case of a termination pursuant to Section 4(c), twenty-four (24) months or (y) in the case of all other terminations of employment, eighteen (18) months (the “Noncompete Non-Compete Period”), he will shall not (i) directly or indirectly ownown any interest in, manage, control, participate in, consult with, render services for, or in any other manner engage in any businessbusiness that derives at least 25% of its gross revenue from (A) the business of providing behavioral healthcare and/or related services, or invest (B) any other material business in which Acadia or any of the Subsidiaries have developed plans to be engaged in on or after such date of which the Executive has or should have had actual knowledge, or (ii) directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or lend money otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or in any manner engaging in any business (activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, including on his own behalf within the United States and any other geographical area in which Acadia and the Subsidiaries engage in such businesses. Notwithstanding anything in this Agreement to the contrary, Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated (or on behalf deemed to have been terminated) by the Company without Cause or by Executive with Good Reason and for so long as the Company or Acadia, as applicable, is in breach of another Personits obligations under Sections 4(b) which constitutes or 4(c) and such breach is competitive with (includingnot the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, by competing for the same subscriber having any direct or customer base) indirect interest in any business conducted by any System owned Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Periodotherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as of the end of the Employment Period if the Employment Period has then ended) (any such businessa director, a “Competitive Business”officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing in this Section 8 will herein shall prohibit Executive from (i) being a passive owner of less not more than 52% of the outstanding stock of any class of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]corporation.

Non-Compete. Executive acknowledges In consideration of the mutual terms and ----------- agreements set forth in this Agreement and the stock options that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will may be of special, unique granted under the AmeriSource Health Corporation 1995 Stock Option Plan and extraordinary value to the foregoing entities. Therefore1996 Stock Option Plan, Executive hereby agrees that, that (i) while Executive is employed during the Employment Period Term, (ii) during such time after the Employment Term as Executive is employed by the Company, (iii) while Executive is receiving payments of Base Salary or benefits pursuant to Sections 5(a) hereof, and (d) for a period of two years thereafter (the “Noncompete Period”)one year after Executive's termination of employment, he will not not, unless authorized in writing to do so by the Company, directly or indirectly own, manage, controloperate, join, control or participate inin the ownership, consult withmanagement, render services foroperation or control of, or be employed or otherwise connected in any other substantial manner engage in any business, or invest in or lend money to with any business (in each case, including on his own behalf which directly or on behalf indirectly competes to a material extent with any line of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such businessCompany or its subsidiaries; provided, a “Competitive Business”). Nothing that nothing in this Section 8 will paragraph shall prohibit Executive -------- from (i) being a passive owner of less than acquiring up to 5% of the any class of outstanding stock of a corporation equity securities of any class which is publicly traded, so long as Executive has no direct corporation whose equity securities are regularly traded on a national securities exchange or indirect participation in the business "over-the-counter market." Executive agrees that for a period ending one year after Executive's termination of such corporation employment hereunder, Executive will not (x) recruit any employee of the Company or solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or (iiy) at solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any time during the portion clients, customers or accounts, or prospective clients, customers or accounts, of the Noncompete Period following Company that were contacted, solicited or served by the Termination Date, being Executive while employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]Company.

Non-Compete. The Executive acknowledges hereby agrees that during his the Executive's employment relationship withunder this Agreement, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter nine months from the termination thereof, the Executive will not, without the written consent of the Company: (a) Within any jurisdiction or marketing area in which the “Noncompete Period”)Company or any subsidiary thereof is doing business, he will not directly or indirectly own, manage, controloperate, participate inor control any Business, consult withprovided, render services however, that for purposes of this Subsection 13(a), ownership of securities of not in excess of five percent (5%) of any class of securities of a public company shall not be considered as owning, managing, operating, or controlling any Business except as specifically decribed below in this paragraph 13; or (b) Within any jurisdiction or marketing area in which the Company or any subsidiary thereof is doing business, act as, or become employed as, an officer, director, employee, consultant or agent of any Business; or (c) Solicit any Business for, or sell any products that are in competition with the Company's products to, any other manner engage in company, which is a customer or client of the Company or any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or its subsidiaries as of the end Termination Date; or (d) Solicit the employment of, or hire, any full time employee employed by the Company or its subsidiaries as of the Employment Period if Termination Date. The Company acknowledges that the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from (i) being a passive is the owner of less more than 5% of the outstanding stock shares of Enhanced Telecommunications Services, Inc. (d/b/a corporation Telenational Marketing, together "ETS") and that the Executive holds the title of any class which Chairman of the Board and Chief Executive Officer of ETS. The Executive hereby represents that he does not participate in the day-to-day management of ETS, but is publicly tradedactive at the board level. ETS does not directly compete with the business of the Company and is primarily in the telemarketing business both inbound and outbound. ETS provides customer service, information processing, sales, and call processing for a variety of companies including competitors of the Company. The Company acknowledges that the Executive's continued employment with and ownership in ETS will specifically be excluded from the Non-Compete provisions of this Agreement, so long as ETS does not engage in any new business which is directly competitive with the Company's current business. The Executive has no direct or indirect participation in and the Company acknowledge that a conflict of interest may exist with regards to business of such corporation or (ii) at any time during transactions between the portion Company and ETS. The Executive agrees to recuse himself from business decisions and actions on behalf of the Noncompete Period following Company when and if such a conflict of interest could have a material adverse effect on the Termination Date, being employed by a Person that is engaged in any Competitive Business Company's operations or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]financial condition.

Non-Compete. Executive The Holder acknowledges that during his employment the Holder’s relationship with, or through his the Holder’s involvement as a member or stockholder of, any Related Company, Executive the Holder has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executivethe Holder’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive the Holder agrees that, that for the period during which the Employment Period Holder is employed by the Company or any of its Subsidiaries and for a period of two years thereafter one year after the date upon which the Holder’s employment with the Company and its Subsidiaries ceases (the “Noncompete Period”), he the Holder will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each case, case including on his own the Holder’s behalf or on behalf of another Person) which constitutes or is engaged in the business of providing over-the-phone language interpretation services to business and governmental agencies or any other business that is competitive with (including, without limitation, by competing for all or part of the same subscriber or customer base) any business conducted by any System owned or managed by any of the Related Company Companies (as and where such Systems are operated the same is conducted or managed or are proposed to be operated or managed conducted by the Related Companies during the Employment Period, period the Holder is employed by the Company or as any of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”its Subsidiaries). Nothing in this Section 8 8(a) will prohibit Executive the Holder from (i) being a passive owner of less than 5% of the outstanding stock of a corporation of any class which that is publicly traded, so long as Executive the Holder has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Businesscorporation. By initialing in the space provided below, Executive the Holder acknowledges that he or she has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). /s/ DB [initial].

Non-Compete. The Parties agree that, in the course of Executive acknowledges that during his employment relationship with, or through his involvement as a member or stockholder of, any Related performing Executive’s job duties for the Company, Executive has and will necessarily become intimately familiar with trade secrets the Company’s marketing strategies, plans, techniques, systems, and financial portfolios. The Parties further agree that, if Executive were to become employed by a Competitive Business within eighteen (18) months of the termination of Executive’s employment with Company, Executive would inevitably use and disclose the Company’s Confidential Information to such Competitive Business, giving such Competitive Business an unfair competitive advantage. In consideration of the compensation and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be items of special, unique and extraordinary value to the foregoing entities. Thereforebenefit provided for in this Agreement, Executive covenants and agrees that, that during the Term of Employment Period and for a period of two years thereafter eighteen (18) months following the Date of Termination of Executive’s employment for any reason, or from the entry by a court of competent jurisdiction of a judgment enforcing this Section, whichever of the foregoing is last to occur (the “Noncompete Restricted Period”), he Executive will not directly or indirectly ownnot, manage, control, participate in, consult with, render services forfor Executive, or in conjunction with any other manner engage in any businessPerson (whether as a shareholder, partner, member, principal, agent, lender, director, officer, manager, trustee, representative, employee, intern, volunteer, consultant, or invest in another capacity), directly or lend money indirectly, provide to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for Competitive Business the same subscriber or customer base) any business conducted substantially similar services as those provided by any System owned or managed by any Related Executive to the Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from whether (i) being as a passive owner Executive Vice President and Chief Marketing Officer, (ii) in any substantially similar role irrespective of less title or, (iii) if Executive assumes a new position within the Enterprise during the Term of Employment, in the same or substantially similar role as reflected by such new position. Notwithstanding anything herein to the contrary, this Section 10(c) shall not prevent Executive from acquiring securities representing not more than 51% of the outstanding stock of a corporation voting securities of any class entity the securities of which is publicly traded, so long as Executive has no direct are traded on a national securities exchange or indirect participation in the business of such corporation or (ii) at any time during over the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]counter market.

Non-Compete. Executive acknowledges In consideration of the mutual terms and agreements ----------- set forth in this Agreement and the stock options that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will may be of special, unique granted under the AmeriSource Health Corporation 1995 Stock Option Plan and extraordinary value to the foregoing entities. Therefore1996 Stock Option Plan, Executive hereby agrees that, that (i) while Executive is employed during the Employment Period Term, (ii) during such time after the Employment Term as Executive is employed by the Company, (iii) while Executive is receiving payments of Base Salary or benefits pursuant to Sections 5(a) or 6 hereof, and (d) for a period of two years thereafter (the “Noncompete Period”)one year after Executive's termination of employment, he will not not, unless authorized in writing to do so by the Company, directly or indirectly own, manage, controloperate, join, control or participate inin the ownership, consult withmanagement, render services foroperation or control of, or be employed or otherwise connected in any other substantial manner engage in any business, or invest in or lend money to with any business (in each case, including on his own behalf which directly or on behalf indirectly competes to a material extent with any line of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such businessCompany or its subsidiaries; provided, a “Competitive Business”). Nothing that nothing in this Section 8 will paragraph shall prohibit Executive -------- from (i) being a passive owner of less than acquiring up to 5% of the any class of outstanding stock of a corporation equity securities of any class which is publicly traded, so long as Executive has no direct corporation whose equity securities are regularly traded on a national securities exchange or indirect participation in the business "over-the-counter market." Executive agrees that for a period ending one year after Executive's termination of such corporation employment hereunder, Executive will not (x) recruit any employee of the Company or solicit or induce, or attempt to solicit or induce, any employee of the company to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or (iiy) at solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any time during the portion of the Noncompete Period following clients, customers or accounts, or prospective clients, customers or accounts, of the Termination DateCompany that were contracted, being solicited or served by the Executive while employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]Company.

Non-Compete. Executive acknowledges that during his employment or ----------- other relationship withor interaction with the ACN-Related Companies, or through his involvement as a member or stockholder of, any Related Company, Executive he has and will become familiar with trade secrets and other Confidential Information confidential information concerning such Related CompaniesPersons, and with investment opportunities relating to their respective businessesthe Business, and that Executive’s his services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years six (6) months thereafter (the “Employment Period and such six month period being the "Noncompete Period”"), he ----------------- will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest as an investor in or lend money lender to any business (in each casecase including, including without limitation, on his own behalf or on behalf of another Personentity) which constitutes or is competitive with (includingall or part of the Business, without limitationas defined in Section 2 above, by competing for the same subscriber or customer base) in any business conducted by market in which any System owned or managed by any ACN-Related Company is operating or is considering operating (as and where such Systems are operated or managed or are proposed including pursuant to be operated or managed by the Related Companies any potential acquisitions), at any given point in time during the Employment Period, Period or as of the end of the Employment Period if the Employment Period has then ended) (any such business; provided that for purposes -------- of this Section 8(a), a “Competitive Business”but not for purposes of Section 8(b), the Noncompete Period will terminate at the end of the Employment Period if the Employment Period is terminated by the Company other than for Cause or Executive's disability. Nothing in this Section 8 will prohibit Executive from (i) being a passive owner of less than 5% of the outstanding stock of a corporation engaged in a competing business described above of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Businesscorporation. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). ______ [initial].

Non-Compete. Executive acknowledges Non-Solicitation. (a) Although it is understood among the parties that during his employment relationship witheach Stockholder desires to no longer engage in the Business other than as permitted by this Agreement or any other Related Document (including the Employment Agreements), or through his involvement as a member or stockholder ofan additional inducement to Purchasers to enter into and to perform their obligations under this Agreement, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive each Stockholder agrees that, during the Employment Period and for a period of two five (5) years thereafter after the Closing Date (the “Noncompete "Non-Competition Period”"), he will such Stockholder shall not, in the United States or in any foreign country in which the Company currently does business, directly or indirectly, either for itself or any other person or entity, (i) carry on or be engaged in the Business or any other business which is in competition with the Business as existing on the date hereof, or (ii) solicit business from, or sell to, any of the Company's customers in the United States or in any foreign country in which the Company does business (the "Territory") or any other person, firm or corporation in the Territory to whom the Company has sold products within five (5) years preceding the date of this Agreement where such solicitation or sale would involve the sale of products competitive with the Business. Notwithstanding anything herein to the contrary, in the event there is a conflict between this Section 8.8 and the non-compete provisions in the Employment Agreements or the provisions in this Section 8.8 are otherwise more restrictive than the provisions in the Employment Agreements, then the provisions in the Employment Agreements shall govern. (b) Each Stockholder agrees that for a period of five (5) years after the Closing, it shall not directly or indirectly ownoffer employment to or hire any current or future employee of the Company without the prior written consent of Purchasers. (c) If, manageat the time of enforcement of this Section 8.8, controla court shall hold that the duration, participate inscope or area restrictions stated herein are unreasonable under circumstances then existing, consult withthe parties agree that the maximum duration, render services forscope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area. (d) Each Stockholder recognizes and affirms that in the event of breach by it of any of the provisions of this Section 8.8 money damages would be inadequate and neither Purchasers nor any Stockholder would have any adequate remedy at law. Accordingly, each Stockholder and Purchasers agree that the other party shall have the right, in addition to any other manner engage rights and remedies existing in its favor, to enforce its rights and the obligations under this Section 8.8 by an action or actions for specific performance, injunction and/or other equitable relief without posting any businessbond or security to enforce or prevent any violations, whether anticipatory, continuing or invest in or lend money to any business (in each casefuture, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (the provisions of this Section 8.8, including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as extension of the end of the Employment Non-Competition Period if the Employment Period has then ended) (any such business, by a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from period equal to (i) being a passive owner of less than 5% the length of the outstanding stock violation of a corporation of any class which is publicly traded, so long as Executive has no direct or indirect participation in the business of such corporation or this Section 8.8 plus (ii) at the length of any time during court proceedings necessary to stop such violation. In the portion event of the Noncompete Period following the Termination Date, being employed a breach or violation by a Person that is engaged in Stockholder of any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]8.8, the running of the Non-Competition Period, but not of any Stockholders' obligations under this Section 8.8, shall be tolled during the period during which the occurrence of any such breach or violation is investigated and during the continuance of any such breach or violation.

Non-Compete. Executive acknowledges In consideration of the mutual terms and ----------- agreements set forth in this Agreement and the stock options that during his employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will may be of special, unique granted under the AmeriSource Health Corporation 1995 Stock Option Plan and extraordinary value to the foregoing entities. Therefore1996 Stock Option Plan, Executive hereby agrees that, that (i) while Executive is employed during the Employment Period Term, (ii) during such time after the Employment Term as Executive is employed by the Company, (iii) while Executive is receiving payments of Base Salary or benefits pursuant to Sections 5(a) or 6 hereof, and (d) for a period of two years thereafter (the “Noncompete Period”)one year after Executive's termination of employment, he will not not, unless authorized in writing to do so by the Company, directly or indirectly own, manage, controloperate, join, control or participate inin the ownership, consult withmanagement, render services foroperation or control of, or be employed or otherwise connected in any other substantial manner engage in any business, or invest in or lend money to with any business (in each case, including on his own behalf which directly or on behalf indirectly competes to a material extent with any line of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such businessCompany or its subsidiaries; provided, a “Competitive Business”). Nothing that nothing in this Section 8 will paragraph shall -------- prohibit Executive from (i) being a passive owner of less than acquiring up to 5% of the any class of outstanding stock of a corporation equity securities of any class which is publicly traded, so long as Executive has no direct corporation whose equity securities are regularly traded on a national securities exchange or indirect participation in the business "over-the-counter market." Executive agrees that for a period ending one year after Executive's termination of such corporation employment hereunder, Executive will not (x) recruit any employee of the Company or solicit or induce, or attempt to solicit or induce, any employee of the company to terminate his or her employment with, or otherwise cease his or her relationship with, the Company, or (iiy) at solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any time during the portion of the Noncompete Period following clients, customers or accounts, or prospective clients, customers or accounts, of the Termination DateCompany that were contacted, being solicited or served by the Executive while employed by a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]Company.

Non-Compete. Executive acknowledges that during his employment relationship with, For the 6 month period following the termination or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end ----------- expiration of the Employment Period if for any reason whatsoever (other than a termination by Executive pursuant to Section 4.1, in which case the applicable period shall be one year), and for so long as Employer is making and the Executive is accepting the payments required to be made to Executive pursuant to this Section 5, Executive shall not, directly or indirectly, (i) engage in any activities that are in competition with the Company in any geographic area within 50 miles of the location of any Company store (owned or franchised) as of the date of termination of the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will provided that the foregoing geographic limitation shall also be construed to prohibit Executive from engaging in any catalogue business that focuses on the sale of men's clothing), (iii) being a passive owner of less than 5% solicit any customer of the outstanding stock Company or (iii) solicit any person who is then employed by the Company or was employed by the Company within one year of a corporation of such solicitation to (a) terminate his or her employment with the Company, (b) accept employment with anyone other than the Company, or (c) in any class which is publicly traded, so long as Executive has no direct or indirect participation in manner interfere with the business of such corporation the Company. Executive acknowledges and agrees that in the event of any violation or (ii) at threatened violation by Executive of his obligations under the preceding, Employer shall be entitled to injunctive relief without any time during necessity to post bond. Executive acknowledges and agrees that the portion Company's catalogue business is competitive with retail store business offering similar product lines. Without limiting the generality of the Noncompete Period following foregoing, a business shall be considered to be "in competition with the Termination Date, being employed by Company" if such business (y) is a Person that is engaged in any Competitive Business or investing in or lending money to any Competitive Business, provided that Executive retailer which derives more than 35% of its gross revenue from the sale of men's apparel (A) complies with Section 7 above and (B) has no direct involvement in any aspect of such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial].e.

Non-Compete. Executive acknowledges that during his During the term of employment relationship with, or through his involvement as a member or stockholder of, any Related Company, Executive has and will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of two years thereafter (the “Noncompete Period”), he will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base) any business conducted by any System owned or managed by any Related Company (as and where such Systems are operated or managed or are proposed to be operated or managed by the Related Companies during the Employment Period, or as of the end of the Employment Period if the Employment Period has then ended) (any such business, a “Competitive Business”). Nothing in this Section 8 will prohibit Executive from twelve months after (i) being the effective date of your retirement or other voluntary termination of employment or (ii) the Effective Termination Date of a passive owner termination of less than 5% employment pursuant to Section 4, you shall not, directly or indirectly, without the prior written consent of the outstanding stock Chief Executive Officer of Parent (or, upon and following a corporation Transaction, the Board of Directors or comparable governing body of PublicCo), render any services to, or act in any capacity for, any Competitive Entity, or acquire any interest of any class type in any Competitive Entity; provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a) solely as an investment and through market purchases, securities of any Competitive Entity which is are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as Executive has no direct you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than one percent (1%) of the outstanding voting power of that entity and (b) securities of any Competitive Entity that are not publicly traded, so long as you are not part of any control group of such Competitive Entity and such securities, including converted securities, do not constitute more than three percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the following shall be deemed to be a Competitive Entity: (x) during the period that you are actively employed with the Company (which, for purposes of this clause (x), means Parent and its affiliates prior to a Transaction and PublicCo and its affiliates upon and following a Transaction), during the Disability Period, or indirect participation prior to the Effective Termination Date in the event your employment is terminated pursuant to Section 4, any person or entity that engages in any line of business that is substantially the same as either (i) any line of such corporation business which the Company engages in, conducts or, to your knowledge, has definitive plans to engage in or conduct, and has not ceased to engage in or conduct or (ii) at any time during the portion of the Noncompete Period following the Termination Date, being employed by a Person operating business that is engaged in or conducted by the Company as to which, to your knowledge, the Company covenants, in writing, not to compete with in connection with the disposition of such business, and (y) after the Disability Period, the Effective Termination Date in the event of a termination of your term of employment pursuant to Section 4 or the effective date of your retirement or other voluntary termination of employment, any of the following: prior to a Transaction, AT&T Corporation, Bertelsmann A.G., CBS Corporation, Comcast Corporation, The ▇▇▇▇ Disney Company, General Electric Corporation, Google Inc., Microsoft Corporation, The News Corporation Ltd., Sony Corporation, Viacom Inc. and Yahoo! Inc., and their respective subsidiaries (solely in the case of such subsidiaries, which engage in the internet service provider, media or entertainment business) and affiliates and any successor to the internet service provider, media or entertainment businesses thereof or, upon and following a Transaction, Google Inc., Microsoft Corporation, Yahoo! Inc., and their respective subsidiaries (solely in the case of such subsidiaries, which engage in the internet service provider, media or entertainment business) and affiliates and any successor to the internet service provider businesses thereof, and any other entity that competes substantially with PublicCo. Notwithstanding the foregoing, nothing contained in this Agreement will prevent you from maintaining the investments that you have disclosed in writing to Parent prior to or on the date hereof, whether or not any such investment is in a Competitive Business or investing in or lending money to any Competitive Business, Entity; provided that Executive (A) complies you cooperate with Section 7 above the Compliance Officers of the Company and (B) has no direct involvement in Parent to establish procedures to prevent any aspect actual or perceived conflicts of interest related to such Competitive Business. By initialing in the space provided below, Executive acknowledges that he has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 8(a). [initial]investments.