Common use of NON-COMPETITION AND NON-DISCLOSURE Clause in Contracts

NON-COMPETITION AND NON-DISCLOSURE. (a) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted by the Company or any subsidiary of the Company on the date of termination hereof; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a National Securities Exchange or regularly traded in the over-the-counter market by a member of a National Securities Association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or employed by the Company or any subsidiary of the Company to leave the employ of or terminate his association with the Company, or any subsidiary of the Company, solicit the employment of any such person on his own behalf or on behalf of any other business enterprise. (c) Employee covenants and agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any third party, trade secrets or confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the Company, its subsidiaries, affiliates, customers and clients or proprietary processes or procedures of the Company, its subsidiaries, affiliates, customers and clients. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters. (d) If any term of this Section 8 is found by any court having jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (e) In the event that Employee shall violate any provision of this Agreement (including but not limited to the provisions of this Section 8), then Employee hereby consents to the granting of a temporary or permanent injunction against him by a court of competent jurisdiction prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of such temporary or permanent injunction against Employee. Employee further agrees that the Company will not have an adequate remedy at law in the event of any breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this Agreement.

NON-COMPETITION AND NON-DISCLOSURE. Awardee acknowledges that: (i) in the course and as a result of employment with the Company or the Employer, Awardee will obtain special training and knowledge and will come in contact with the Company’s or the Employer’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company and the Employer; (ii) the Company and the Employer are continuously developing or receiving Confidential Information, and that during Awardee’s employment he or she will receive Confidential Information from the Company, the Employer, and their respective customers and suppliers and special training related to the Company’s and the Employer’s business methodologies; and (iii) Awardee’s employment by the Employer creates a relationship of trust that extends to all Confidential Information that becomes known to Awardee. Accordingly, and in consideration of this Award, Awardee agrees that the Company and the Employer will be entitled to terminate all rights to exercise the Award and to exercise the rights specified in Section 8 below if Participant does any of the following without the prior written consent of the Company or the Employer: (a) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted by the Company or any subsidiary of the Company on the date of termination hereof; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a National Securities Exchange or regularly traded in the over-the-counter market by a member of a National Securities Association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or while employed by the Company or the Employer or within one year thereafter (except that the following will not apply if Awardee’s employment was not terminated for Sufficient Reason): (i) competes with, or engages in any subsidiary business that is competitive with, the Company or the Employer within 50 miles of the principal location at which Awardee was employed by or provided services to the Company or the Employer; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any Affiliate or Subsidiary of that person) that is or was a customer or prospect of the Company or the Employer during the two years before Awardee’s Severance Date if Awardee solicited business from or performed services for that customer or prospect while employed by the Company or the Employer if the business for which Awardee is soliciting or performing services is competitive with the Company or the Employer ; or (iii) recruits, hires, or helps anyone to leave recruit or hire anyone who was an employee of the employ Company or any Affiliate or Subsidiary of or terminate his association with the Company, or knowingly helps anyone to recruit or hire anyone who was an employee of any subsidiary of its customers for whom Awardee performed services or from whom Awardee solicited business, within the six months before Participant’s Severance Date; or (b) discloses or uses any Confidential Information, except in connection with the good faith performance of Awardee’s duties as an employee or, solely with respect to the terms of this Agreement or the Plan, to Awardee’s spouse or legal or financial advisors; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or fails, upon the Company’s or the Employer’s request, solicit the employment of any such person on his own behalf or on behalf of any other business enterprise. (c) Employee covenants to execute and agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any comply with a third party, trade secrets ’s agreement to protect its confidential and proprietary information; or confidential information solicits or induces the unauthorized disclosure or use of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the Company, its subsidiaries, affiliates, customers and clients or proprietary processes or procedures of the Company, its subsidiaries, affiliates, customers and clientsConfidential Information. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters. (d) If any term court of this Section 8 is found by any court having competent jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (e) In the event that Employee shall violate finds any provision of this Agreement (including but not limited Section 7 to be unreasonable, then that provision shall be considered to be amended to provide the broadest scope of protection to the provisions of this Section 8), then Employee hereby consents Company that such court would find reasonable and enforceable. For purposes Option Certificate Adopted for Replacement Option Awards Awards to the granting of a temporary or permanent injunction against him by a court of competent jurisdiction prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of such temporary or permanent injunction against Employee. Employee further agrees that the Company will not have an adequate remedy at law in the event of any breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this Agreement.US Associates

NON-COMPETITION AND NON-DISCLOSURE. Participant acknowledges that: (i) in the course and as a result of employment with the Company, Participant will obtain special training and knowledge and will come in contact with the Company’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company; (ii) the Company is continuously developing or receiving Confidential Information, and that during Participant’s employment he or she will receive Confidential Information from the Company, its customers and suppliers and special training related to the Company’s business methodologies; and (iii) Participant’s employment by Company creates a relationship of trust that extends to all Confidential Information that becomes known to Participant. Accordingly, and in consideration of P▇▇▇▇ Systems’ granting this Option to Participant, Participant agrees that P▇▇▇▇ Systems will be entitled to terminate all rights to exercise the Option and to exercise the rights specified in Section 4 above if Participant does any of the following without the prior written consent of the Company: (a) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted while employed by the Company or within one year thereafter (except that the following will not apply if Participant’s employment was not terminated for Sufficient Reason): (i) competes with, or engages in any subsidiary business that is competitive with, Solutions Consulting within 50 miles of the principal location at which Participant was employed by or provided services to Solutions Consulting; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any affiliates or subsidiaries of that person) that is or was a customer or prospect of the Company on during the date two years before Participant’s employment with the Company ended if Participant solicited business from or performed services for that customer or prospect while employed by Company, if the business for which Participant is soliciting or performing services is competitive with Solutions Consulting; or (iii) recruits, hires, or helps anyone to recruit or hire anyone who was an employee of termination hereof; providedP▇▇▇▇ Systems, howeveror, that Employee may own not more than 5% of the outstanding securities knowingly recruits, hires, or knowingly helps anyone to recruit or hire anyone who was an employee of any class of any corporation engaged in any such its customers for whom Participant performed services of from whom Participant solicited business, if such securities are listed on a National Securities Exchange or regularly traded in within the over-the-counter market by a member of a National Securities Associationsix months before Participant’s employment with the Company ended. (b) Employee covenants and agrees thatdiscloses or uses any Confidential Information, throughout except in connection with the Employment Period and for a period good faith performance of two (2) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or employed by the Company or any subsidiary Participant’s duties as an employee of the Company or, solely with respect to leave the employ terms of this Agreement or terminate his association the Plan, to Participant’s spouse; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or fails, upon P▇▇▇▇ Systems’ request, to execute and comply with the Company, or any subsidiary of the Company, solicit the employment of any such person on his own behalf or on behalf of any other business enterprise. (c) Employee covenants and agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any a third party, trade secrets ’s agreement to protect its confidential and proprietary information; or confidential information solicits or induces the unauthorized disclosure or use of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the Company, its subsidiaries, affiliates, customers and clients or proprietary processes or procedures of the Company, its subsidiaries, affiliates, customers and clientsConfidential Information. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters. (d) If any term court of this Section 8 is found by any court having competent jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (e) In the event that Employee shall violate finds any provision of this Agreement (including but not limited Section 5 to be unreasonable, then that provision shall be considered to be amended to provide the broadest scope of protection to the provisions of this Section 8), then Employee hereby consents to the granting of a temporary or permanent injunction against him by a Company that such court of competent jurisdiction prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction would find reasonable and upon any motion for a temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of such temporary or permanent injunction against Employee. Employee further agrees that the Company will not have an adequate remedy at law in the event of any breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this Agreementenforceable.

NON-COMPETITION AND NON-DISCLOSURE. (a) The Employee covenants and agrees that, throughout acknowledges that in the Employment Period and for a period course of two (2) years thereafterhis employment hereunder, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States may obtain knowledge of America with confidential matters essential to the business conducted by the Company or any subsidiary of the Company on the date of termination hereof; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a National Securities Exchange or regularly traded in the over-the-counter market by a member of a National Securities Association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or employed by the Company or any subsidiary of the Company to leave the employ of or terminate his association with the Company, or any subsidiary of the Company, solicit the employment of any such person on his own behalf or on behalf of any other business enterprise. (c) Employee covenants and agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any third party, trade secrets or confidential information competitive position of the Company, including, but not limited towithout limitation, confidential customer and candidate lists, business strategies, financial information or and trade secrets belonging or relating that could unfairly disadvantage the Company were the Employee to engage in business activities competitive with the Company. (b) The Employee therefore agrees that he shall not, its subsidiariesat any time during his employment hereunder and for a period of one (1) year thereafter, affiliatesaccept employment as an officer, customers and clients director or proprietary processes employee of, or procedures be or become the owner of ten percent (10%) or more of the outstanding equity interest of, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of the Company, within one hundred (100) miles of Oak Brook, Illinois, and any other location of the Company in which the Employee has supervisory management and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areas. For purposes of this Agreement, Employee acknowledges and agrees that business competitive with that of Company shall include any business that provides for the placement of employee and independent contractor information technology (EXHIBIT "C" PAGE 4 OF 8) 68 consultants to clients. (c) The Employee recognizes and acknowledges that all records, documents, customer and candidate lists, referral sources, financial information, trade secrets, methods, techniques, processes, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"), obtained by the Employee with regard to the Company (or its subsidiaries, affiliates, customers employees, principals, customers, or business associates) during the course of the Employee's employment, and clientsnot generally known in the public domain, may constitute valuable, special, and unique and proprietary assets of the Company's business. Proprietary processes The Employee agrees that during the Employee's employment hereunder, and procedures shall includefollowing the termination of the Employee's employment, but shall the Employee will not be limited toat any time, all information which is known directly or intended indirectly, disclose, disseminate or publish any Confidential Information not in the public domain to be known only to employees or for any other person, group, firm, corporation or other entity, or utilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, its respective subsidiaries and affiliates (ii) as may be required by law, or others (iii) in a confidential relationship connection with obtaining advice from the Employee's legal counsel. Upon termination of this Agreement, or at any time upon the request of the Company, the Employee shall promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, then possessed or its respective subsidiaries and affiliates which relates to business mattersunder the control of the Employee. (d) If The Employee further agrees that during the Employee's employment hereunder and for one (1) year following the termination of the Employee's employment, the Employee will not, in any term manner or at any time, solicit or encourage (i) any person, firm, corporation or other entity that is a customer of the Company to cease doing business with the Company and/or (ii) any other employees of the Company to terminate their employment with the Company, provided, however, that nothing in this Section 8 is found by any court having jurisdiction to be too broad, then and in that case, such term Subsection 7(d) shall nevertheless remain effective, but shall be considered amended (as to prevent the time or area or otherwise, as Employee from associating with SCOT▇ ▇. ▇▇▇▇▇▇▇ ▇▇ the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceablelineal descendants of DONA▇▇ ▇. ▇'▇▇▇▇▇. (e) In the event that Employee shall violate If any covenant or provision of this Agreement (including but not limited to the provisions of contained in this Section 8), then Employee hereby consents to the granting of a temporary or permanent injunction against him 7 is found by a court of competent jurisdiction prohibiting him from violating any to be unreasonable in duration, geographical scope, or other character of restriction, the covenant or (EXHIBIT "C" PAGE 5 OF 8) 69 provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a bar rendered unenforceable thereby, but rather the duration, geographical scope, or interposed as a defense deemed automatically reduced or modified with retroactive effect to the granting of extent necessary to render such temporary covenant or permanent injunction against Employee. Employee further agrees provision enforceable, and such covenant or provision shall be enforced as modified. (f) The parties acknowledge and agree that the Company will not have an adequate remedy at law damages in the event of any a breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this AgreementSection 7 by the Employee may be difficult to ascertain, and therefore the Company, in addition to and without limitation by any other remedy, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. (g) This Section 7 shall not apply in the event that the Employee is terminated by Employer without Cause.

NON-COMPETITION AND NON-DISCLOSURE. Awardee acknowledges that: (i) in the course and as a result of employment with the Company or the Employer, Awardee will obtain special training and knowledge and will come in contact with the Company’s or the Employer’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company and the Employer; (ii) the Company and the Employer are continuously developing or receiving Confidential Information, and that during Awardee’s employment he or she will receive Confidential Information from the Company, the Employer, and their respective customers and suppliers and special training related to the Company’s and the Employer’s business methodologies; and (iii) Awardee’s employment by the Employer creates a relationship of trust that extends to all Confidential Information that becomes known to Awardee. Accordingly, and in consideration of this Award, Awardee agrees that the Company and the Employer will be entitled to terminate all rights to the Award and to exercise the rights specified in Section 8 below if Awardee does any of the following without the prior written consent of the Company or the Employer: (a) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted by the Company or any subsidiary of the Company on the date of termination hereof; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a National Securities Exchange or regularly traded in the over-the-counter market by a member of a National Securities Association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or while employed by the Company or the Employer or within one year thereafter: Unit Certificate Adopted for Awards granted Restricted Stock Unit Agreement Page 4 of 6 on or after 28Sept2006 (i) competes with, or engages in any subsidiary business that is competitive with, the Company or the Employer within 250 miles of any location at which Awardee was employed by or provided services to the Company or the Employer; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any Affiliate or Subsidiary of that person) that is or was a customer or prospect of the Company or the Employer during the two years before Awardee’s Severance Date if Awardee solicited business from or performed services for that customer or prospect while employed by the Company or the Employer; or (iii) recruits, hires, or helps anyone to leave recruit or hire anyone who was an employee of the employ Company or any Affiliate or Subsidiary of or terminate his association with the Company, or any subsidiary of the Company, solicit the employment of any such person on his own behalf of their customers for whom Awardee performed services or on behalf of any other business enterprise.from whom Awardee solicited business, within the six months before Awardee’s Severance Date; or (cb) Employee covenants and agrees thatdiscloses or uses any Confidential Information, throughout except in connection with the Employment Period and at all times thereaftergood faith performance of Awardee’s duties as an employee or, he will not use, or disclose to any third party, trade secrets or confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating solely with respect to the Companyterms of this Agreement or the Plan, its subsidiaries, affiliates, customers and clients to Awardee’s spouse or proprietary processes legal or procedures financial advisors; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or solicits or induces the Company, its subsidiaries, affiliates, customers and clientsunauthorized disclosure or use of Confidential Information. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters. (d) If any term court of this Section 8 is found by any court having competent jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (e) In the event that Employee shall violate finds any provision of this Agreement (Section 7 to be unreasonable, then that provision shall be considered to be amended to provide the broadest scope of protection to the Company that such court would find reasonable and enforceable. For purposes of this Section 7, the term “Confidential Information” means all written, machine reproducible, oral and visual data, information and material, including but not limited to the provisions terms of this Section 8)Agreement and the Plan, then Employee hereby consents business, financial and technical information, computer programs, documents and records (including those that Awardee develops in the scope of his or her employment) that (i) the Company, its Affiliates and Subsidiaries, or any of their respective customers or suppliers treats as proprietary or confidential through markings or otherwise, (ii) relates to the granting Company, its Affiliates and Subsidiaries, or any of a temporary their respective customers or permanent injunction against him suppliers or any of their business activities, products or services (including software programs and techniques) and is competitively sensitive or not generally known in the relevant trade or industry, or (iii) derives independent economic value from not being generally known to, and is not readily ascertainable by a court of competent jurisdiction prohibiting him proper means by, other persons who can obtain economic value from violating its disclosure or use. Confidential Information does not include any provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary information or permanent injunction, Employee agrees material that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of such temporary or permanent injunction against Employee. Employee further agrees that is approved by the Company will not have an adequate remedy at law in the event of any breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this Agreementor its Affiliates or Subsidiaries for unrestricted public disclosure.

NON-COMPETITION AND NON-DISCLOSURE. Awardee acknowledges that: (i) in the course and as a result of employment with the Company or the Employer, Awardee will obtain special training and knowledge and will come in contact with the Company’s or the Employer’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company and the Employer; (ii) the Company and the Employer are continuously developing or receiving Confidential Information, and that during Awardee’s employment he or she will receive Confidential Information from the Company, the Employer, and their respective customers and suppliers and special training related to the Company’s and the Employer’s business methodologies; and (iii) Awardee’s employment by the Employer creates a relationship of trust that extends to all Confidential Information that becomes known to Awardee. Accordingly, and in consideration of this Award, Awardee agrees that the Company and the Employer will be entitled to terminate all rights to exercise the Award and to exercise the rights specified in Section 8 below if Participant does any of the following without the prior written consent of the Company or the Employer: (a) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted by the Company or any subsidiary of the Company on the date of termination hereof; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a National Securities Exchange or regularly traded in the over-the-counter market by a member of a National Securities Association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or while employed by the Company or the Employer or within one year thereafter: (i) competes with, or engages in any subsidiary business that is competitive with, the Company or the Employer within 250 miles of any location at which Awardee was employed by or provided services to the Company or the Employer; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any Affiliate or Subsidiary of that person) that is or was a customer or prospect of the Company or the Employer during the two years before Awardee’s Severance Date if Awardee solicited business from or performed services for that customer or prospect while employed by the Company or the Employer; or (iii) recruits, hires, or helps anyone to leave recruit or hire anyone who was an employee of the employ Company or any Affiliate or Subsidiary of or terminate his association with the Company, or any subsidiary of the Company, solicit the employment of any such person on his own behalf of their customers for whom Awardee performed services or on behalf of any other business enterprise.from whom Awardee solicited business, within the six months before Participant’s Severance Date; or (cb) Employee covenants and agrees thatdiscloses or uses any Confidential Information, throughout except in connection with the Employment Period and at all times thereaftergood faith performance of Awardee’s duties as an employee or, he will not use, or disclose to any third party, trade secrets or confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating solely with respect to the Companyterms of this Agreement or the Plan, its subsidiaries, affiliates, customers and clients to Awardee’s spouse or proprietary processes legal or procedures financial advisors; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or solicits or induces the Company, its subsidiaries, affiliates, customers and clientsunauthorized disclosure or use of Confidential Information. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters. (d) If any term court of this Section 8 is found by any court having competent jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (e) In the event that Employee shall violate finds any provision of this Agreement (Section 7 to be unreasonable, then that provision shall be considered to be amended to provide the broadest scope of protection to the Company that such court would find reasonable and enforceable. For purposes of this Section 7, the term “Confidential Information” means all written, machine reproducible, oral and visual data, information and material, including but not limited to the provisions terms of this Section 8)Agreement and the Plan, then Employee hereby consents business, financial and technical information, computer programs, documents and records (including those that Awardee develops in the scope of his or her employment) that (i) the Company, its Affiliates and Subsidiaries, or any of their respective customers or suppliers treats as proprietary or confidential through markings or otherwise, (ii) relates to the granting Company, its Affiliates and Subsidiaries, or any of a temporary their respective customers or permanent injunction against him suppliers or any of their business activities, Grant Certificate Adopted for Awards On or After Stock-Settled Stock Appreciation Right Agreement 01Jan09 Awards to US Associates products or services (including software programs and techniques) and is competitively sensitive or not generally known in the relevant trade or industry, or (iii) derives independent economic value from not being generally known to, and is not readily ascertainable by a court of competent jurisdiction prohibiting him proper means by, other persons who can obtain economic value from violating its disclosure or use. Confidential Information does not include any provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary information or permanent injunction, Employee agrees material that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of such temporary or permanent injunction against Employee. Employee further agrees that is approved by the Company will not have an adequate remedy at law in the event of any breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this Agreement.or its Affiliates or Subsidiaries for unrestricted public disclosure. Grant Certificate Adopted for Awards On or After Stock-Settled Stock Appreciation Right Agreement 01Jan09 Awards to US Associates

NON-COMPETITION AND NON-DISCLOSURE. Awardee acknowledges that: (i) in the course and as a result of employment with the Company or the Employer, Awardee will obtain special training and knowledge and will come in contact with the Company’s or the Employer’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company and the Employer; (ii) the Company and the Employer are continuously developing or receiving Confidential Information, and that during Awardee’s employment he or she will receive Confidential Information from the Company, the Employer, and their respective customers and suppliers and special training related to the Company’s and the Employer’s business methodologies; and (iii) Awardee’s employment by the Employer creates a relationship of trust that extends to all Confidential Information that becomes known to Awardee. Accordingly, and in consideration of this Award, Awardee agrees that the Company and the Employer will be entitled to terminate all rights to exercise the Award and to exercise the rights specified in Section 8 below if Participant does any of the following without the prior written consent of the Company or the Employer: (a) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted by the Company or any subsidiary of the Company on the date of termination hereof; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a National Securities Exchange or regularly traded in the over-the-counter market by a member of a National Securities Association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or while employed by the Company or the Employer or within one year thereafter: (i) competes with, or engages in any subsidiary business that is competitive with, the Company or the Employer within 250 miles of any location at which Awardee was employed by or provided services to the Company or the Employer; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any Affiliate or Subsidiary of that person) that is or was a customer or prospect of the Company or the Employer during the two years before Awardee’s Severance Date if Awardee solicited business from or performed services for that customer or prospect while employed by the Company or the Employer; or (iii) recruits, hires, or helps anyone to leave recruit or hire anyone who was an employee of the employ Company or any Affiliate or Subsidiary of or terminate his association with the Company, or any subsidiary of the Company, solicit the employment of any such person on his own behalf of their customers for whom Awardee performed services or on behalf of any other business enterprise.from whom Awardee solicited business, within the six months before Awardee’s Severance Date; or (cb) Employee covenants and agrees thatdiscloses or uses any Confidential Information, throughout except in connection with the Employment Period and at all times thereaftergood faith performance of Awardee’s duties as an employee or, he will not use, or disclose to any third party, trade secrets or confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating solely with respect to the Companyterms of this Agreement or the Plan, its subsidiaries, affiliates, customers and clients to Awardee’s spouse or proprietary processes legal or procedures financial advisors; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or solicits or induces the Company, its subsidiaries, affiliates, customers and clientsunauthorized disclosure or use of Confidential Information. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters. (d) If any term court of this Section 8 is found by any court having competent jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (e) In the event that Employee shall violate finds any provision of this Agreement (Section 7 to be unreasonable, then that provision shall be considered to be amended to provide the broadest scope of protection to the Company that such court would find reasonable and enforceable. For purposes of this Section 7, the term “Confidential Information” means all written, machine reproducible, oral and visual data, information and material, including but not limited to the provisions terms of this Section 8)Agreement and the Plan, then Employee hereby consents business, financial and technical information, computer programs, documents and records (including those that Awardee develops in the scope of his or her employment) that (i) the Company, its Affiliates and Subsidiaries, or any of their respective customers or suppliers treats as proprietary or confidential through markings or otherwise, (ii) relates to the granting Company, its Affiliates and Subsidiaries, or any of a temporary their respective customers or permanent injunction against him suppliers or any of their business activities, products or services (including software programs and techniques) and is competitively sensitive or not generally known in the relevant trade or industry, or (iii) derives independent economic value from not being generally known to, and is not readily ascertainable by a court of competent jurisdiction prohibiting him proper means by, other persons who can obtain economic value from violating its disclosure or use. Confidential Information does not include any provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary information or permanent injunction, Employee agrees material that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of such temporary or permanent injunction against Employee. Employee further agrees that is approved by the Company will not have an adequate remedy at law in the event of any breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this Agreementor its Affiliates or Subsidiaries for unrestricted public disclosure.

NON-COMPETITION AND NON-DISCLOSURE. Participant acknowledges that: (i) in the course and as a result of employment with the Company, Participant will obtain special training and knowledge and will come in contact with the Company’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company; (ii) the Company is continuously developing or receiving Confidential Information, and that during Participant’s employment he or she will receive Confidential Information from the Company, its customers and suppliers and special training related to the Company’s business methodologies; and (iii) Participant’s employment by Company creates a relationship of trust that extends to all Confidential Information that becomes known to Participant. Accordingly, and in consideration of P▇▇▇▇ Systems’ granting this Option to Participant, Participant agrees that P▇▇▇▇ Systems will be entitled to terminate all rights to exercise the Option and to exercise the rights specified in Section 4 above if Participant does any of the following without the prior written consent of the Company: (a) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted by the Company or any subsidiary of the Company on the date of termination hereof; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a National Securities Exchange or regularly traded in the over-the-counter market by a member of a National Securities Association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or while employed by the Company or within one year thereafter: (i) competes with, or engages in any subsidiary business that is competitive with, the Company within 250 miles of any location at which Participant was employed by or provided services to the Company; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any affiliates or subsidiaries of that person) that is or was a customer or prospect of the Company to leave during the employ of or terminate his association with the Company, or any subsidiary of the Company, solicit the two years before Participant’s employment of any such person on his own behalf or on behalf of any other business enterprise. (c) Employee covenants and agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any third party, trade secrets or confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the Company, its subsidiaries, affiliates, customers and clients or proprietary processes or procedures of the Company, its subsidiaries, affiliates, customers and clients. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company ended if Participant solicited business from or its respective subsidiaries and affiliates which relates to business matters.performed services for that customer or prospect while employed by Company; or (diii) recruits, hires, or helps anyone to recruit or hire anyone who was an employee of P▇▇▇▇ Systems, or of any of its customers for whom Participant performed services of from whom Participant solicited business, within the six months before Participant’s employment with the Company ended; or (b) discloses or uses any Confidential Information, except in connection with the good faith performance of Participant’s duties as an employee or, solely with respect to the terms of this Agreement or the Plan, to Participant’s spouse; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or fails, upon P▇▇▇▇ Systems’ request, to execute and comply with a third party’s agreement to protect its confidential and proprietary information; or solicits or induces the unauthorized disclosure or use of 1991 Stock Option Plan 7 Stock Option Agreement Confidential Information. If any term court of this Section 8 is found by any court having competent jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (e) In the event that Employee shall violate finds any provision of this Agreement (including but not limited Section 5 to be unreasonable, then that provision shall be considered to be amended to provide the broadest scope of protection to the provisions of this Section 8), then Employee hereby consents to the granting of a temporary or permanent injunction against him by a Company that such court of competent jurisdiction prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction would find reasonable and upon any motion for a temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of such temporary or permanent injunction against Employee. Employee further agrees that the Company will not have an adequate remedy at law in the event of any breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this Agreementenforceable.

NON-COMPETITION AND NON-DISCLOSURE. Awardee acknowledges that: (i) in the course and as a result of employment with the Company or the Employer, Awardee will obtain special training and knowledge and will come in contact with the Company’s or the Employer’s current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to competitors of the Company and the Employer; (ii) the Company and the Employer are continuously developing or receiving Confidential Information, and that during Awardee’s employment he or she will receive Confidential Information from the Company, the Employer, and their respective customers and suppliers and special training related to the Company’s and the Employer’s business methodologies; and (iii) Awardee’s employment by the Employer creates a relationship of trust that extends to all Confidential Information that becomes known to Awardee. Accordingly, and in consideration of this Award, Awardee agrees that the Company and the Employer will be entitled to terminate all rights to exercise the Award and to exercise the rights specified in Section 8 below if Participant does any of the following without the prior written consent of the Company or the Employer: (a) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted by the Company or any subsidiary of the Company on the date of termination hereof; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a National Securities Exchange or regularly traded in the over-the-counter market by a member of a National Securities Association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or while employed by the Company or the Employer or within one year thereafter (except that the following will not apply if Awardee’s employment was not terminated for Sufficient Reason): (i) competes with, or engages in any subsidiary business that is competitive with, the Company or the Employer within 50 miles of the principal location at which Awardee was employed by or provided services to the Company or the Employer; (ii) solicits or performs services, as an employee, independent contractor, or otherwise, for any person (including any Affiliate or Subsidiary of that person) that is or was a customer or prospect of the Company or the Employer during the two years before Awardee’s Severance Date if Awardee solicited business from or performed services for that customer or prospect while employed by the Company or the Employer if the business for which Awardee is soliciting or performing services is competitive with the Company or the Employer ; or (iii) recruits, hires, or helps anyone to leave recruit or hire anyone who was an employee of the employ Company or any Affiliate or Subsidiary of or terminate his association with the Company, or knowingly helps anyone to recruit or hire anyone who was an employee of any subsidiary of its customers for whom Awardee performed services or from whom Awardee solicited business, within the six months before Participant’s Severance Date; or Option Certificate Adopted for Replacement Option Awards Awards to US Associates (b) discloses or uses any Confidential Information, except in connection with the good faith performance of Awardee’s duties as an employee or, solely with respect to the terms of this Agreement or the Plan, to Awardee’s spouse or legal or financial advisors; or fails to take reasonable precautions against the unauthorized disclosure or use of Confidential Information; or fails, upon the Company’s or the Employer’s request, solicit the employment of any such person on his own behalf or on behalf of any other business enterprise. (c) Employee covenants to execute and agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any comply with a third party, trade secrets ’s agreement to protect its confidential and proprietary information; or confidential information solicits or induces the unauthorized disclosure or use of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the Company, its subsidiaries, affiliates, customers and clients or proprietary processes or procedures of the Company, its subsidiaries, affiliates, customers and clientsConfidential Information. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters. (d) If any term court of this Section 8 is found by any court having competent jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (e) In the event that Employee shall violate finds any provision of this Agreement (Section 7 to be unreasonable, then that provision shall be considered to be amended to provide the broadest scope of protection to the Company that such court would find reasonable and enforceable. For purposes of this Section 7, the term “Confidential Information” means all written, machine reproducible, oral and visual data, information and material, including but not limited to the provisions terms of this Section 8)Agreement and the Plan, then Employee hereby consents business, financial and technical information, computer programs, documents and records (including those that Awardee develops in the scope of his or her employment) that (i) the Company, its Affiliates and Subsidiaries, or any of their respective customers or suppliers treats as proprietary or confidential through markings or otherwise, (ii) relates to the granting Company, its Affiliates and Subsidiaries, or any of a temporary their respective customers or permanent injunction against him suppliers or any of their business activities, products or services (including software programs and techniques) and is competitively sensitive or not generally known in the relevant trade or industry, or (iii) derives independent economic value from not being generally known to, and is not readily ascertainable by a court of competent jurisdiction prohibiting him proper means by, other persons who can obtain economic value from violating its disclosure or use. Confidential Information does not include any provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary information or permanent injunction, Employee agrees material that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of such temporary or permanent injunction against Employee. Employee further agrees that is approved by the Company will not have an adequate remedy at law in the event of any breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this Agreementor its Affiliates or Subsidiaries for unrestricted public disclosure.

NON-COMPETITION AND NON-DISCLOSURE. (a) The Employee covenants and agrees that, throughout acknowledges that in the Employment Period and for a period course of two (2) years thereafterhis employment hereunder, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States may obtain knowledge of America with confidential matters essential to the business conducted by the Company or any subsidiary of the Company on the date of termination hereof; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a National Securities Exchange or regularly traded in the over-the-counter market by a member of a National Securities Association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of two (2) years thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or employed by the Company or any subsidiary of the Company to leave the employ of or terminate his association with the Company, or any subsidiary of the Company, solicit the employment of any such person on his own behalf or on behalf of any other business enterprise. (c) Employee covenants and agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any third party, trade secrets or confidential information competitive position of the Company, including, but not limited towithout limitation, confidential customer and candidate lists, business strategies, financial information or and trade secrets belonging or relating that could unfairly disadvantage the Company were the Employee to engage in business activities competitive with the Company. (b) The Employee therefore agrees that he shall not, its subsidiariesat any time during his employment hereunder and for a period of one (1) year thereafter, affiliatesaccept employment as an officer, customers and clients director or proprietary processes employee of, or procedures be or become the owner of ten percent (10%) or more of the outstanding equity interest of, or otherwise consult with or participate in the business of, any entity engaged in business competitive with that of the Company, within one hundred (100) miles of Oak Brook, Illinois, and any other location of the Company in which the Employee has supervisory management and control and the revenues are included in the EBITA for the UQ Solutions Profit Center, as such terms are defined in the Stock Agreement, provided, however, that this shall not restrict the Employee from doing business with any such entity outside of said areas. For purposes of this Agreement, Employee acknowledges and agrees that business competitive with that of Company shall include any business that provides for the placement of employee and independent contractor information technology (EXHIBIT "B" PAGE 4 OF 8) 60 consultants to clients. (c) The Employee recognizes and acknowledges that all records, documents, customer and candidate lists, referral sources, financial information, trade secrets, methods, techniques, processes, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the "Confidential Information"), obtained by the Employee with regard to the Company (or its subsidiaries, affiliates, customers employees, principals, customers, or business associates) during the course of the Employee's employment, and clientsnot generally known in the public domain, may constitute valuable, special, and unique and proprietary assets of the Company's business. Proprietary processes The Employee agrees that during the Employee's employment hereunder, and procedures shall includefollowing the termination of the Employee's employment, but shall the Employee will not be limited toat any time, all information which is known directly or intended indirectly, disclose, disseminate or publish any Confidential Information not in the public domain to be known only to employees or for any other person, group, firm, corporation or other entity, or utilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, its respective subsidiaries and affiliates (ii) as may be required by law, or others (iii) in a confidential relationship connection with obtaining advice from the Employee's legal counsel. Upon termination of this Agreement, or at any time upon the request of the Company, the Employee shall promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, then possessed or its respective subsidiaries and affiliates which relates to business mattersunder the control of the Employee. (d) If The Employee further agrees that during the Employee's employment hereunder and for one (1) year following the termination of the Employee's employment, the Employee will not, in any term manner or at any time, solicit or encourage (i) any person, firm, corporation or other entity that is a customer of the Company to cease doing business with the Company and/or (ii) any other employees of the Company to terminate their employment with the Company, provided, however, that nothing in this Section 8 is found by any court having jurisdiction to be too broad, then and in that case, such term Subsection 7(d) shall nevertheless remain effective, but shall be considered amended (as to prevent the time or area or otherwise, as Employee from associating with DONA▇▇ ▇. ▇'▇▇▇▇▇ ▇▇ the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceablelineal descendants of DONA▇▇ ▇. ▇'▇▇▇▇▇. (e) In the event that Employee shall violate If any covenant or provision of this Agreement (including but not limited to the provisions of contained in this Section 8), then Employee hereby consents to the granting of a temporary or permanent injunction against him 7 is found by a court of competent jurisdiction prohibiting him from violating any to be unreasonable in duration, geographical scope, or other character of restriction, the covenant or (EXHIBIT "B" PAGE 5 OF 8) 61 provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a bar rendered unenforceable thereby, but rather the duration, geographical scope, or interposed as a defense deemed automatically reduced or modified with retroactive effect to the granting of extent necessary to render such temporary covenant or permanent injunction against Employee. Employee further agrees provision enforceable, and such covenant or provision shall be enforced as modified. (f) The parties acknowledge and agree that the Company will not have an adequate remedy at law damages in the event of any a breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this AgreementSection 7 by the Employee may be difficult to ascertain, and therefore the Company, in addition to and without limitation by any other remedy, shall have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach. (g) This Section 7 shall not apply in the event that the Employee is terminated by Employer without Cause.

NON-COMPETITION AND NON-DISCLOSURE. (a) Employee covenants and agrees that, throughout the Employment Period and for a period of two eighteen (218) years months thereafter, he will not, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, any business competing directly in the United States of America with the business conducted by the Company or any subsidiary of the Company on the date of termination hereof; provided, however, that Employee may own not more than 5% of the outstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a National Securities Exchange national securities exchange or regularly traded in the overOver-the-counter Counter market by a member of a National Securities Associationnational securities association. (b) Employee covenants and agrees that, throughout the Employment Period and for a period of two eighteen (218) years months thereafter, he will not directly or indirectly solicit, entice or induce any person who on the date of termination of employment of Employee is, or within the last three months of Employee's employment by the Company was, associated with or employed by the Company or any subsidiary of the Company to leave the employ of or terminate his association with the Company, or any subsidiary of the Company, solicit the employment of any such person on his own behalf or on behalf of any other business enterprise. (c) Employee covenants and agrees that, throughout the Employment Period and at all times thereafter, he will not use, or disclose to any third party, trade secrets or confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the Company, its subsidiaries, affiliates, customers and clients or proprietary processes or procedures of the Company, its subsidiaries, affiliates, customers and clients. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters. (d) If any term of this Section paragraph 8 is found by any court having jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reasonable, and as so amended shall be fully enforceable. (e) In the event that Employee shall violate any provision of this Agreement (including but not limited to the provisions of this Section paragraph 8), then Employee hereby consents to the granting of a temporary or permanent injunction against him by a court of competent jurisdiction prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary or permanent injunction, Employee agrees that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of such temporary or permanent injunction against Employee. Employee further agrees that the Company will not have an adequate remedy at law in the event of any breach by Employee hereunder and that the Company will suffer irreparable damage and injury if Employee breaches any of the provisions of this Agreement.