Common use of Non-Competition and Non-Solicitation Agreements Clause in Contracts

Non-Competition and Non-Solicitation Agreements. You also agree that you will not, without prior written consent from both ▇▇▇▇▇▇▇’▇ Chief Executive Officer and General Counsel, directly or indirectly for a period of five years from your Retirement Date (“Restricted Period”): (a) enter the employ of, provide consulting services to, assist, or have any financial interest in, any person, firm, corporation, or other entity engaged in business activities anywhere in the world that directly or indirectly competes with the businesses of Emerson as conducted on the date of this Agreement or as contemplated on the date hereof to be developed during the Restricted Period; (b) acquire in any manner any investment in, or provide services to in any capacity, any equity fund, hedge fund, or other investment vehicle, however structured, that either directly or indirectly or through portfolio company investments or otherwise competes with the businesses of Emerson as conducted on the date hereof or as contemplated on the date hereof to be developed during the Restrictive Period; (c) assist any third party in connection with any acquisition of any business of Emerson, whether through an acquisition or stock or assets or otherwise, or in the sale of any business to Emerson; (d) assist any third party in connection with any attempt to assert control over or influence the management of Emerson, whether through the acquisition or stock by such third party, addition of board members recommended by such third party, a proxy solicitation by such third party or otherwise; (e) accept or solicit business from or attempt to solicit or accept business from any person that is a customer of Emerson; (f) divert, take any action to induce, or encourage a customer of Emerson to reduce or cease doing business with Emerson; (g) solicit, hire, or attempt to solicit or hire any person that currently or during the Restricted Period is an employee, agent or consultant of Emerson to leave such employment or separate his or her relationship with Emerson or induce any such person to do anything which you are restricted from doing by reason of this Agreement; or (h) engage in any other action that might undermine the business interests of Emerson. The foregoing shall not restrict you from owning not more than five percent of the securities of any competitor of Emerson that is listed on any national securities exchange, traded over-the-counter, or that is otherwise available for investment by the general public as long as you have no relationship with the issuer of such securities or any affiliate thereof, except as an investor.

Non-Competition and Non-Solicitation Agreements. You also agree that you will not, without prior written consent from both of ▇▇▇▇▇▇▇’▇ Chief Executive Officer and General Counsel, directly or indirectly for a period of five four (4) years from your Retirement Separation Date (the “Restricted Period”): (a) a. enter the employ of, provide consulting services to, assist, or have any financial interest in, any person, firm, corporation, or other entity engaged in business activities anywhere in the world that directly or indirectly competes with the businesses of Emerson as conducted on the date of this Agreement or as contemplated on the date hereof to be developed during the Restricted Period; (b) b. acquire in any manner any investment in, or provide services to in any capacity, any equity fund, hedge fund, or other investment vehicle, however structured, that either directly or indirectly or through portfolio company investments or otherwise competes with the businesses of Emerson as conducted on the date hereof or as contemplated on the date hereof to be developed during the Restrictive Period; (c) c. assist any third party in connection with any acquisition of any business of Emerson, whether through an acquisition or of stock or assets or otherwise, or in the sale of any business to Emerson; (d) d. assist any third party in connection with any attempt to assert control over or influence the management of Emerson, whether through the acquisition or of stock by such third party, addition of board members recommended by such third party, a proxy solicitation by such third party or otherwise; (e) e. accept or solicit business from or attempt to solicit or accept business from any person that is a customer of Emerson, except where such acceptance or solicitation is in connection with your employment by an employer that is not a competitor of Emerson or would otherwise violate this Agreement; (f) f. divert, take any action to induce, or encourage a customer of Emerson to reduce or cease doing business with Emerson; (g) g. solicit, hire, or attempt to solicit or hire any person that currently is or during within the Restricted Period is 12-month period prior to such solicitation, hiring or attempt thereof was an employee, agent or consultant of Emerson to leave such employment or separate his or her relationship with Emerson or induce any such person to do anything which you are restricted from doing by reason of this Agreement; or (h) h. engage in any other action that might undermine the business or legal interests of Emerson. The foregoing shall not restrict you from owning not more than five percent (5%) of the securities of any competitor of Emerson that is listed on any national securities exchange, traded over-the-counter, or that is otherwise available for investment by the general public as long as you have no relationship with the issuer of such securities or any affiliate thereof, except as an investor.

Non-Competition and Non-Solicitation Agreements. You also (a) Parent and Seller agree that you will notthat, without prior written consent from both ▇▇▇▇▇▇▇’▇ Chief Executive Officer and General Counselas part of the consideration for the payment by Purchaser of the Purchase Price, directly or indirectly for a period of five (5) years immediately following the Closing Date, neither Parent, Seller nor any of their divisions, subsidiaries or corporate affiliates will, directly or indirectly, operate, perform, have any interest in or otherwise be engaged in a business which provides equipment lease financing and rental of point of sale equipment within the United States to end-user customers pursuant to any vendor programs or leasing programs. Notwithstanding the foregoing, Parent will not be prohibited from your Retirement Date (“Restricted Period”): i) selling point of sale equipment to any unaffiliated party that engages in equipment lease financing and rental of point of sale equipment, (aii) renting or leasing point of sale equipment to end-user customers seeking to rent or lease such equipment directly from Parent, provided that Parent must first refer such opportunity to Purchaser and may only enter into such a transaction (on substantially the employ same terms and conditions offered to Purchaser) if Purchaser elects not to pursue the opportunity, or (iii) merging with and into, selling all of its capital stock to, exchanging all of its capital stock for the capital stock of, provide consulting services to, assistselling substantially all of its assets to or otherwise entering into a transaction pursuant to which Parent is, or have any financial interest insubstantially all of Parent's assets are, any personacquired by a person or entity which, firmprior to such transaction, corporationis not an affiliate of Parent and which then has, or other entity engaged in the future may have, an interest in or otherwise engages, or in the future may engage, in the business activities anywhere in the world that directly or indirectly competes with the businesses of Emerson as conducted on the date of otherwise prohibited by this Agreement or as contemplated on the date hereof Section 6.6. The prohibitions applicable to Parent under this Section 6.6 automatically will cease to be developed during effective upon the Restricted Period;consummation of a transaction described in Section 6.6(a)(ii) and such prohibitions will not be binding upon the person or entity, or affiliate or subsidiary thereof, that acquires Parent or Parent's assets pursuant to such transaction. (b) acquire in Parent and Seller agree that for a period of one (1) year following the Closing Date neither Parent, Seller nor any manner of their related or affiliated entities will induce any investment in, or provide services of the Transferred Employees to in any capacity, any equity fund, hedge fund, or other investment vehicle, however structured, that either directly or indirectly or through portfolio company investments or otherwise competes with the businesses of Emerson as conducted on the date hereof or as contemplated on the date hereof to be developed during the Restrictive Period; (c) assist any third party in connection with any acquisition of any business of Emerson, whether through an acquisition or stock or assets or otherwise, or in the sale of any business to Emerson; (d) assist any third party in connection with any attempt to assert control over or influence the management of Emerson, whether through the acquisition or stock by such third party, addition of board members recommended by such third party, a proxy solicitation by such third party or otherwise; (e) accept or solicit business from or attempt to solicit or accept business from any person that is a customer of Emerson; (f) divert, take any action to induce, or encourage a customer of Emerson to reduce or cease doing business with Emerson; (g) solicit, hire, or attempt to solicit or hire any person that currently or during the Restricted Period is an employee, agent or consultant of Emerson to leave such employment or separate terminate his or her relationship with Emerson or induce any Purchaser. Notwithstanding anything to the contrary in the foregoing, Purchaser agrees that Parent may offer employment to Seller's President, provided that such person employment shall not interfere with transitional responsibilities of such employee, if any. (c) Parent and Seller, on the one hand, and Purchaser, on the other hand, acknowledge that the restrictions on their activities under Sections 6.6(a) and (b) hereof, as applicable, are necessary for the reasonable protection of the other party and constitute a material inducement to do anything which you are restricted from doing by reason of the other party's entering into and performing this Agreement; or. The parties further acknowledge, stipulate and agree that a breach of any of such obligations and agreements will result in irreparable harm and continuing damage to the non-breaching party for which there will be no adequate remedy at law and the parties further agree that in the event of any breach of said obligations and agreements, the non-breaching party and its successors and assigns will be entitled to injunctive relief and to such other relief as is proper under the circumstances. (hd) engage in If any other action that might undermine the business interests of Emerson. The foregoing shall not restrict you from owning not more than five percent of the securities of any competitor of Emerson that is listed on any national securities exchangecovenants set forth in this Section 6.6 are held to be unreasonable, traded over-the-counterarbitrary, or that is otherwise available for investment by the general against public as long as you have no relationship policy, such covenants will be considered divisible with the issuer of respect to scope, time, and geographic area, and in such securities or any affiliate thereoflesser scope, except as an investortime and geographic area, will be effective, binding and enforceable.

Non-Competition and Non-Solicitation Agreements. You also agree that you will not, without prior written consent from both ▇▇▇▇▇▇▇’▇ Chief Executive Officer and General Counsel, directly or indirectly for a period of five three (3) years from your Retirement Date (“Restricted Period”): (a) A. enter the employ of, provide consulting services to, assist, or have any financial interest in, any person, firm, corporation, or other entity engaged in business activities anywhere in the world that that, directly or indirectly competes with the businesses of Emerson as conducted on the date of this Letter Agreement or as contemplated on the date hereof to be developed during the Restricted Period;; ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ November 16, 2022 (b) B. acquire in any manner any investment in, or provide services to in any capacity, any equity fund, hedge fund, or other investment vehicle, however structured, that either directly or indirectly or through portfolio company investments or otherwise competes with the businesses of Emerson as conducted on the date hereof or as contemplated on the date hereof to be developed during the Restrictive Period; (c) C. assist any third party in connection with any acquisition of any business of Emerson, whether through an acquisition or stock or assets of stock, assets, or otherwise, or in the sale of any business to Emerson; (d) D. assist any third party in connection with any attempt to assert control over or influence the management of Emerson, whether through the acquisition or of stock by such third party, addition of board members recommended by such third party, a proxy solicitation by such third party or otherwise; (e) E. accept or solicit business from or attempt to solicit or accept business from any person that is a customer of Emerson; (f) F. divert, take any action to induce, or encourage a customer of Emerson to reduce or cease doing business with Emerson; (g) G. solicit, hire, or attempt to solicit or hire any person that currently or during the Restricted Period is an employee, agent agent, or consultant of Emerson to leave such employment or separate his or her relationship with Emerson or induce any such person to do anything which you are restricted from doing by reason of this Letter Agreement; or (h) engage in any other action that might undermine the business interests of Emerson. or The foregoing shall not restrict you from owning not more than five percent of the securities of any competitor of Emerson that is listed on any national securities exchange, traded over-the-over the counter, or that is otherwise available for investment by the general public as long as you have no relationship with the issuer of such securities or any affiliate thereof, except as an investor.

Non-Competition and Non-Solicitation Agreements. You also agree that you will not, without prior written consent from both ▇E▇▇▇▇▇▇’▇ Chief Executive Officer and General Counsel, directly or indirectly for a period of five three years from your Retirement Resignation Date (“Restricted Period”): (a) enter the employ of, provide consulting services to, assist, or have any financial interest in, in any person, firm, corporation, or other entity engaged in business activities anywhere in the world that directly or indirectly competes with the businesses of Emerson as conducted on the date of this Agreement or as contemplated on the date hereof to be developed during the Restricted Period; (b) acquire in any manner any investment in, or provide services to in any capacity, any equity fund, hedge fund, or other investment vehicle, vehicle however structured, structured that either directly or indirectly or through portfolio company investments or otherwise competes with the businesses of Emerson as conducted on the date hereof or as contemplated on the date hereof to be developed during the Restrictive Period; (c) assist any third party in connection with any acquisition of any business of Emerson, whether through an acquisition or stock or assets or otherwise, or in the sale of any business to Emerson; (d) assist any third party in connection with any attempt to assert control over or influence the management of Emerson, whether through the acquisition or stock by such third party, addition of board members recommended by such third party, a proxy solicitation by such third party or otherwise; (e) accept or solicit business from or attempt to solicit or accept business from any person that is a customer of Emerson; (fd) divert, take any action to induce, or encourage a customer of Emerson to reduce or cease doing business with Emerson; (ge) solicit, hire, or attempt to solicit or hire any person that currently or during the Restricted Period is an employee, agent or consultant of Emerson to leave such employment or separate his or her relationship with Emerson or induce any such person to do anything which you are restricted from doing by reason of this Agreement; or (hf) engage in any other action that might undermine the business interests of Emerson. The foregoing shall not restrict you from owning not more than five percent of the securities of any competitor of Emerson that is listed on any national securities exchange, traded over-the-counter, counter or that is otherwise available for investment by the general public as long as you have no relationship with the issuer of such securities or any affiliate thereof, except as an investor.. C▇▇▇▇ ▇. ▇▇▇▇▇▇▇ November 11, 2013

Non-Competition and Non-Solicitation Agreements. You also agree that you will not, without prior written consent from both ▇▇▇▇▇▇▇’▇ Chief Executive Officer and General Counsel, directly or indirectly for a period of five three years from your Retirement Resignation Date (“Restricted Period”): (a) enter the employ of, provide consulting services to, assist, or have any financial interest in, in any person, firm, corporation, or other entity engaged in business activities anywhere in the world that directly or indirectly competes with the businesses of Emerson as conducted on the date of this Agreement or as contemplated on the date hereof to be developed during the Restricted Period; (b) acquire in any manner any investment in, or provide services to in any capacity, any equity fund, hedge fund, or other investment vehicle, vehicle however structured, structured that either directly or indirectly or through portfolio company investments or otherwise competes with the businesses of Emerson as conducted on the date hereof or as contemplated on the date hereof to be developed during the Restrictive Period; (c) assist any third party in connection with any acquisition of any business of Emerson, whether through an acquisition or stock or assets or otherwise, or in the sale of any business to Emerson; (d) assist any third party in connection with any attempt to assert control over or influence the management of Emerson, whether through the acquisition or stock by such third party, addition of board members recommended by such third party, a proxy solicitation by such third party or otherwise; (e) accept or solicit business from or attempt to solicit or accept business from any person that is a customer of Emerson▇▇▇▇▇▇▇; (fd) divert, take any action to induce, or encourage a customer of Emerson ▇▇▇▇▇▇▇ to reduce or cease doing business with Emerson▇▇▇▇▇▇▇; (ge) solicit, hire, or attempt to solicit or hire any person that currently or during the Restricted Period is an employee, agent or consultant of Emerson ▇▇▇▇▇▇▇ to leave such employment or separate his or her relationship with Emerson ▇▇▇▇▇▇▇ or induce any such person to do anything which you are restricted from doing by reason of this Agreement; or (hf) engage in any other action that might undermine the business interests of Emerson▇▇▇▇▇▇▇. The foregoing shall not restrict you from owning not more than five percent of the securities of any competitor of Emerson ▇▇▇▇▇▇▇ that is listed on any national securities exchange, traded over-the-counter, counter or that is otherwise available for investment by the general public as long as you have no relationship with the issuer of such securities or any affiliate thereof, except as an investor.. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ November 11, 2013

Non-Competition and Non-Solicitation Agreements. You also agree that you will not, without prior written consent from both of ▇▇▇▇▇▇▇’▇ Chief Executive Officer and General Counsel, directly or indirectly for a period of five four (4) years from your Retirement Separation Date (the “Restricted Period”): (a) a. enter the employ of, provide consulting services to, assist, or have any financial interest in, any person, firm, corporation, or other entity engaged in business activities anywhere in the world that directly or indirectly competes with the businesses of Emerson as conducted on the date of this Agreement or as contemplated on the date hereof to be developed during the Restricted Period; (b) b. acquire in any manner any investment in, or provide services to in any capacity, any equity fund, hedge fund, or other investment vehicle, however structured, that either directly or indirectly or through portfolio company investments or otherwise competes with the businesses of Emerson as conducted on the date hereof or as contemplated on the date hereof to be developed during the Restrictive Period; (c) c. assist any third party in connection with any acquisition of any business of Emerson, whether through an acquisition or of stock or assets or otherwise, or in the sale of any business to Emerson; (d) d. assist any third party in connection with any attempt to assert control over or influence the management of Emerson, whether through the acquisition or of stock by such third party, addition of board members recommended by such third party, a proxy solicitation by such third party or otherwise; (e) e. accept or solicit business from or attempt to solicit or accept business from any person that is a customer of Emerson, except where such acceptance or solicitation is in connection with your employment by an employer that is not a competitor of Emerson or would otherwise violate this Agreement; (f) f. divert, take any action to induce, or encourage a customer of Emerson to reduce or cease doing business with Emerson; (g) g. solicit, hire, or attempt to solicit or hire any person that currently is or during is within the Restricted Period is 12-month period prior to such solicitation, hiring or attempt thereof was an employee, agent or consultant of Emerson to leave such employment or separate his or her relationship with Emerson or induce any such person to do anything which you are restricted from doing by reason of this Agreement; or (h) h. engage in any other action that might undermine the business or legal interests of Emerson. The foregoing shall not restrict you from owning not more than five percent (5%) of the securities of any competitor of Emerson that is listed on any national securities exchange, traded over-the-counter, or that is otherwise available for investment by the general public as long as you have no relationship with the issuer of such securities or any affiliate thereof, except as an investor.

Non-Competition and Non-Solicitation Agreements. You also agree that you will not, without prior written consent from both ▇▇▇▇▇▇▇’▇ Chief Executive Officer and General Counsel, directly or indirectly for a period of five four (4) years from your Retirement Date (“Restricted Period”): (a) A. enter the employ of, provide consulting services to, assist, or have any financial interest in, any person, firm, corporation, or other entity engaged in business activities anywhere in the world that that, directly or indirectly competes with the businesses of Emerson as conducted on the date of this Letter Agreement or as contemplated on the date hereof to be developed during the Restricted Period;; ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ May 2, 2023 (b) B. acquire in any manner any investment in, or provide services to in any capacity, any equity fund, hedge fund, or other investment vehicle, however structured, that either directly or indirectly or through portfolio company investments or otherwise competes with the businesses of Emerson as conducted on the date hereof or as contemplated on the date hereof to be developed during the Restrictive Period; (c) C. assist any third party in connection with any acquisition of any business of Emerson, whether through an acquisition or stock or assets of stock, assets, or otherwise, or in the sale of any business to Emerson; (d) D. assist any third party in connection with any attempt to assert control over or influence the management of Emerson, whether through the acquisition or of stock by such third party, addition of board members recommended by such third party, a proxy solicitation by such third party or otherwise; (e) E. accept or solicit business from or attempt to solicit or accept business from any person that is a customer of Emerson; (f) F. divert, take any action to induce, or encourage a customer of Emerson to reduce or cease doing business with Emerson; (g) G. solicit, hire, or attempt to solicit or hire any person that currently or during the Restricted Period is an employee, agent agent, or consultant of Emerson to leave such employment or separate his or her relationship with Emerson or induce any such person to do anything which you are restricted from doing by reason of this Letter Agreement; or (h) ▇. engage in any other action that might undermine the business interests of Emerson. The foregoing shall not restrict you from owning not more than five (5) percent of the securities of any competitor of Emerson that is listed on any national securities exchange, traded over-the-over the counter, or that is otherwise available for investment by the general public as long as you have no relationship with the issuer of such securities or any affiliate thereof, except as an investor.

Non-Competition and Non-Solicitation Agreements. You also agree that you will not, without prior written consent from both ▇▇▇▇▇▇▇’▇ Chief Executive Officer and General CounselChief Legal Officer, directly or indirectly for a period of five four (4) years from your Retirement Date (“Restricted Period”): (a) A. enter the employ of, provide consulting services to, assist, or have any financial interest in, any person, firm, corporation, or other entity engaged in business activities anywhere in the world that that, directly or indirectly competes with the businesses of Emerson as conducted on the date of this Letter Agreement or as contemplated on the date hereof to be developed during the Restricted Period; (b) B. acquire in any manner any investment in, or provide services to in any capacity, any equity fund, hedge fund, or other investment vehicle, however structured, that either directly or indirectly or through portfolio company investments or otherwise competes with the businesses of Emerson as conducted on the date hereof or as contemplated on the date hereof to be developed during the Restrictive Period;; ▇▇▇▇ ▇. ▇▇▇▇▇ November 28, 2023 (c) C. assist any third party in connection with any acquisition of any business of Emerson, whether through an acquisition or stock or assets of stock, assets, or otherwise, or in the sale of any business to Emerson; (d) D. assist any third party in connection with any attempt to assert control over or influence the management of Emerson, whether through the acquisition or of stock by such third party, addition of board members recommended by such third party, a proxy solicitation by such third party or otherwise; (e) E. accept or solicit business from or attempt to solicit or accept business from any person that is a customer of Emerson; (f) F. divert, take any action to induce, or encourage a customer of Emerson to reduce or cease doing business with Emerson; (g) G. solicit, hire, or attempt to solicit or hire any person that currently or during the Restricted Period is an employee, agent agent, or consultant of Emerson to leave such employment or separate his or her relationship with Emerson or induce any such person to do anything which you are restricted from doing by reason of this Letter Agreement; or (h) ▇. engage in any other action that might undermine the business interests of Emerson. The foregoing shall not restrict you from owning not more than five (5) percent of the securities of any competitor of Emerson that is listed on any national securities exchange, traded over-the-over the counter, or that is otherwise available for investment by the general public as long as you have no relationship with the issuer of such securities or any affiliate thereof, except as an investor.