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

Non-Competition and Non-Solicitation. (a) While the Executive is employed by the Company and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (i) Engage in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s business and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit or solicit, any person who was employed by the Company at any time during the period of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While For a period beginning on the Effective Date and ending 36 months after the date on which Executive is ceases to be employed by the Company and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reasonreason whatsoever, the Executive will not Executive, directly or indirectly: , whether as employee, owner, sole proprietor, partner, shareholder, director, member, consultant, agent, founder, co-venturer or otherwise, will: (i) Engage not engage, participate or invest in any business activity anywhere in the world which develops, manufactures or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor markets products or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is performs services which are competitive with the Company’s business and (B) develops, designs, produces, markets, sells products or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by services of the Company while at the Executive was employed by time of Executive's termination, or products or services which the Company; Company has under development or which are the subject of active planning at the time of Executive's termination; PROVIDED, HOWEVER, that Executive, may own as a passive investor, publicly-traded securities of any corporation which competes with the business of the Company so long as such securities do not, in the aggregate, constitute more than 1% of any class of outstanding securities of such corporations; (ii) Either alone not hire or in association with othersattempt to employ, recruit or otherwise solicit, induce or influence any person who was employed by the Company at any time during the period of the Executive’s employment with the Company, except for an individual whose to leave employment with the Company has been terminated for a period of six months or longer; and its resellers or distributors and (iii) Either alone not directly or in association with others, solicit, divert or take away, or attempt to divert or to take away, the indirectly solicit business or patronage of from any of the clientsCompany's customers and users, customers resellers or accounts, or prospective clients, customers or accounts, distributors on behalf of the Company any business which were contacted, solicited or served by the Executive while he was employed by competes with the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges understands that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this SectionSection 10 are intended to protect the Company's interest in its "proprietary information" (as such term may be defined in the Non-disclosure Agreement) and establish customer relationships in good will, until a period equal and agrees that such restrictions are reasonable, necessary and appropriate for this purpose. (c) Executive agrees that it would be difficult to measure any damages caused by the Company which might result from any breach by Executive of the promises set forth in this Section 10, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, Executive agrees that if Executive breaches, or proposes to breach, any portion of this Section 10, the Company shall be entitled, in addition to all other remedies that it may have, to injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the period of restriction has expired without any violationCompany.

Non-Competition and Non-Solicitation. (a) While Employee and the Executive is employed Company agree to the restrictive covenants contained in this Agreement: (i) in consideration for the confidential information provided by the Company to Employee during the course of his or her employment with the Company; (ii) as part of the consideration for the Restricted Shares issued to Employee in connection with the IPO; (iii) to protect the (A) trade secrets and confidential information of the Company disclosed or entrusted to Employee by the Company and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (i) Engage in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s business and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by business goodwill of the Company while developed through the Executive was employed efforts of Employee and/or the business opportunities disclosed or entrusted to Employee by the Company;; and (iv) as an additional incentive for the Company to enter into the Restricted Stock Award Agreement. (iib) Either alone or Subject to the exceptions set forth in association with othersthe last sentence of this Section 1(b), recruit or solicit, any person who was employed by the Company Employee shall not at any time during the period (the “Restricted Period”) commencing on the date of his or her Termination of Service and ending on the Scheduled Vesting Date, directly or indirectly engage in, have any equity interest in, be affiliated with, or manage or operate any person, firm, corporation, partnership, entity or business (whether as director, officer, employee, agent, representative, partner, member, security holder, consultant or otherwise) that engages in any business that competes with any Business (as defined below) of the ExecutiveCompany in the states within the United States (or District of Columbia, if applicable) and in the geographic regions outside of the United States (i) in which the Company conducts operations or (ii) with respect to which the Company devotes more than de minimis resources in the furtherance of the Business; provided, however, that Employee shall be permitted to acquire a passive stock interest in such a business if the stock acquired is publicly traded and is not more than two percent of the outstanding interest in such business. Notwithstanding the foregoing or anything to the contrary in this Agreement, it shall not be a violation of this Section 1 for Employee to (i) provide services to any person or entity engaged in the Business if Employee is not involved, directly or indirectly, in the management, supervision or operations of the Business (including by reason of any individual reporting to Employee) and the gross revenues generated by the Business do not constitute more than 33% of the consolidated gross revenues of such person or entity and its affiliates and (ii) provide services to or otherwise be affiliated with a venture capital or private equity firm that holds investments in entities engaged in the Business if Employee is not involved, directly or indirectly, in the identification, evaluation, recommendation, acquisition, management, operation, supervision or disposition of such investments, and the gross revenues generated by such Business do not constitute more than the 33% of the consolidated gross revenues of such firm and its affiliates. “Business” means the exploration for, and the development and production of, oil and natural gas and the acquisition of leases and other real property in connection therewith, as such business may be expanded or altered by the Company during the period of Employee’s employment with the Company, except for an individual whose employment with ; provided that any business or endeavor shall cease to be the “Business” if the Company has been terminated for a period of six months is not or longer; and (iii) Either alone or ceases to be engaged in association with others, solicit, divert or take away, or attempt to divert or to take away, the such business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Companyendeavor. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (ai) While During the Executive is employed by term of the Executive’s employment with the Company and for a period of twelve five years thereafter (12) months following or, if the Executive’s termination or cessation Executive is receiving severance payments under Section 4(c), during the Severance Period and for a period of such employment for any reasonfive years thereafter), the Executive will not not, directly or indirectly: , (iA) Engage engage in any business Competing Business or enterprise (whether as an ownerB) own, partnerbe employed by, officerprovide financing to, employeeconsult with or otherwise render services to any person or entity who is engaged in any Competing Business; provided, director, investor, lender, consultant, independent contractor or otherwise, except as that the holder Executive will not be in violation of the foregoing solely by reason of his ownership of not more than 52% of the combined voting power outstanding shares of the outstanding stock of any corporation which is listed on a publicly held company) that (A) is competitive with the Company’s business and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company;national securities exchange. (ii) Either alone or in association with others, recruit or solicit, any person who was employed by During the Company at any time during the period term of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated and for a period of six months five years thereafter (or, if the Executive is receiving severance payments under Section 4(c), during the Severance Period and for a period of five years thereafter), the Executive will not (A) solicit the trade of, or longer; andtrade with, any customer or supplier of the Company such that any such customer or supplier reduces the amount of business which it does (or, but for such solicitation, would do) with the Company or its subsidiaries or (B) solicit or induce any employee, distributor, sales representative, agent or contractor of the Company to terminate his or its employment or other relationship with the Company or its subsidiaries. (iii) Either alone or If the Executive is in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage breach of any of the clientsprovisions of clauses (i) or (ii) above, customers or accounts, or prospective clients, customers or accounts, of then the Company which were contacted, solicited or served time periods set forth in such clauses will be extended by the length of time during which the Executive while he was employed by the Companyis in breach of any of such provisions. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (civ) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business represents and goodwill of warrants to the Company that his experience and capabilities are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violationsubsection (c) will not prevent him from earning an adequate livelihood for himself and his family.

Non-Competition and Non-Solicitation. (a) While During the Executive is employed by the Company Term and for a period of twelve (12) months immediately following the Executive’s termination or cessation of such employment this Agreement for any reason, the Executive will not not, directly or indirectly: (i) Engage , for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature establish, enter into, be employed by or for, advise, consult with or become a part of, any company, partnership, corporation or other business entity or venture, or in any way engage in business for himself or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s business and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with for others, recruit or solicit, any person who was employed by the Company at any time during the period of the Executive’s employment in competition with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends During the Term and for too long a period of time twenty-four months immediately following the termination of this Agreement for any reason, Executive will not, directly or over too great a range indirectly, for himself or on behalf of activities or in too broad a geographic areaconjunction with any other person, it shall be interpreted persons, company, partnership, corporation or business of whatever nature, solicit or induce, or attempt to extend only over solicit or induce, (i) any person that has any material business relationship with the maximum period Company (including, without limitation, any consultants or suppliers) to terminate or modify such relationship or otherwise take any action detrimental in any material respect to such relationship, (ii) any of time, range the Company’s customers to become customers of activities any business that is competitive with any aspect of the Company’s business; or geographic area as (iii) any person to which it may be enforceableleave the employ of the Company. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection Because of the business and goodwill difficulty of measuring economic losses to the Company as a result of breach by Executive of the foregoing covenants, and because of the immediate and irreparable damage that might be caused to the Company and are considered for which it would have no other adequate remedy, Executive agrees that, without limiting the remedies available to the Company, the foregoing covenants may be enforced by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial by injunctions and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bondrestraining orders. (d) The geographic scope parties agree that the covenants in this paragraph 6 impose a reasonable restraint on Executive in light of the activities and business of the Company on the date of this Section shall extend to anywhere Agreement, and the Company or any and Executive intend that such covenants shall subsequently be construed and enforced in light of its subsidiaries is doing the activities and business during of the Term or has plans, during Company on the Term, to do business. (e) date of the termination of the employment of Executive. The Executive agrees to provide a copy of covenants in this Agreement to all person and Entities with whom the Executive seeks paragraph 6 are intended to be hired or do business before accepting employment or engagement with severable and separate, and the unenforceability of any specific covenant shall not affect the enforceability of themany other covenant. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While To protect the Executive is employed by the Company Company's Proprietary Information and good will, during Employee's employment and for a period of twelve one (121) months year following the Executivetermination of Employee’s termination or cessation of such employment for any reason, reason (the Executive “Restricted Period”): (a) Employee will not directly or indirectly: (i) Engage in any business or enterprise (, whether as an owner, partner, officershareholder, director, manager, consultant, agent, employee, director, investor, lender, consultant, independent contractor co-venturer or otherwise, except as engage, participate or invest in any business activity anywhere in the holder of United States or elsewhere that develops, manufactures or markets any products, or performs any services, that are otherwise competitive with or similar to the products or services in the Company's Field Of Interest, provided that this shall not more than 5% of the combined voting power of the outstanding prohibit any possible investment in publicly traded stock of a publicly held company representing less than one percent of the stock of such company) . The phrase, Company's “Field of Interest”, means research, development, and commercialization activities relating to vaccinia-based and modified vaccinia Ankara (MVA)-based vaccines that (A) is competitive with the Company’s business induce or enhance immuno-protection, or such other specific areas of research, development and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by commercialization as the Company while the Executive was employed by the Company; (ii) Either alone or may be engaged in association with others, recruit or solicit, any person who was employed by the Company at any time during the period term of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Companythis Agreement. (b) If Employee will not, directly, or indirectly, in any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic areamanner, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary other than for the protection benefit of the Company, call upon, solicit, divert, take away, accept or conduct any business and goodwill from or with any of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach customers or prospective customers of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do businesssuppliers. (ec) The Executive Employee will not, directly, or indirectly, in any manner, solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is employed or engaged by the Company or who was employed or engaged by the Company within six months of any attempt to hire such person. Employee acknowledges and agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with that if Employee violates any of them. (f) If the Executive violates the provisions of this Sectionparagraph 20, the Executive shall continue to running of the Restricted Period will be held extended by the restrictions set forth time during which Employee engages in this Section, until a period equal to the period of restriction has expired without any violationsuch violation(s).

Non-Competition and Non-Solicitation. (a) While the Executive is employed by the Company and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (i) Engage in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s business and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product or service developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit or solicit, solicit any person who was employed by the Company at any time during the period of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any material breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such material breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While the Executive is employed by the Company and for For a period of twelve sixty (1260) months following from and after the Executive’s termination or cessation of such employment for any reasonClosing Date (the “Restricted Period”), the Executive Seller and Sole Shareholder agrees that he/she/it will not not, directly or indirectly: (i) Engage in any business or enterprise (, whether as an owner, partner, officerinvestor, consultant, agent, employee, director, investor, lender, consultant, independent contractor or otherwise, except other than on behalf of Buyer or as otherwise consented to by Buyer in writing: (a) engage in the holder Restricted Business (as defined herein) anywhere in the Restricted Territory (as defined herein); (b) contact or solicit any customer of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s Buyer to enter into any business and (B) develops, designs, produces, markets, sells or renders any product or service competitive relationship with any product developedperson, producedfirm, marketedor entity other than Buyer with respect to the Restricted Business; (c) solicit any customer of Buyer or accept the business of any such customer, with respect to the Restricted Business; (d) take any actions that in any manner interferes with any of Buyer’s relationships with any of its customers (including any former customer of Seller) or otherwise reduces the products or services to be sold by Buyer to any of its customers (including, but not limited to, making any negative statements or rendered by the Company while the Executive was employed by the Company; communications about Buyer); or (iie) Either alone recruit, offer employment, employ, engage as a consultant, lure or entice away, or in association with others, recruit any other manner persuade or solicitattempt to persuade, any person who was employed by is an employee of Buyer to leave the Company employ of Buyer. Each of the Parties agrees that the covenants contained in this Section 8.1 are necessary and reasonable in scope and nature. However, if at any time during the period of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found it shall be determined by any court of competent jurisdiction or arbitrator that any covenant, or any portion thereof, as written herein, is unenforceable based on the fact that the restriction is unreasonable as to time period, geographical area, or otherwise, each of the Parties agrees that such portion as shall have been determined to be unenforceable because it extends for too long a period unreasonably restrictive shall thereupon be deemed to be amended so as to make such restriction reasonable to the maximum extent permitted by law, and the determination of time such court or over too great a range of activities or in too broad a geographic areaarbitrator, it and the said covenant, as so modified, shall be interpreted enforceable between the Parties to extend only over the maximum period same extent as if such amendment had been made prior to the date of timeany alleged breach of said covenant. As used herein, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of “Restricted Business” means the business and goodwill of operating a telecom company similar to the Company and are considered Business or otherwise selling or offering for sale to any person any products offered or sold by Seller on or prior to the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause Closing Date or by Buyer during the Company substantial and irrevocable damage and therefore, Restricted Period in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any ordinary course of its subsidiaries is doing business during business. As used herein, “Restricted Territory” shall mean anywhere within the Term or has plans, during the Term, to do businessUSA. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While In order to protect the Executive is employed by the Company Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the Executive’s termination or cessation of such my employment for any reasonreason (the “Restricted Period”), the Executive I will not directly or indirectly: (i) Engage in any business or enterprise (, whether as an owner, partner, officershareholder, director, consultant, agent, employee, director, investor, lender, consultant, independent contractor co-venturer or otherwise, except engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets products or services in the Company’s Field of Business (as defined below), or that develops or manufactures any products, or performs any services, that are otherwise competitive with the holder of not more than 5% products or services of the combined voting power Company, or products or services that the Company has under development or that were the subject of active planning during the outstanding last twelve (12) months of my employment; provided that this will not prohibit any possible investment in publicly traded stock of a publicly held company representing less than one percent of the stock of such company) that (A) is competitive with the Company’s business and (B) develops. In addition, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit or solicit, any person who was employed by the Company at any time during the period Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iiia) Either alone or in association with otherscall upon, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of away any of the clientscustomers, customers or accounts, business or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during suppliers, and/or (b) solicit, entice or attempt to persuade any other employee or consultant of the Term or has plans, during Company to leave the Term, to do business. (e) The Executive agrees to provide a copy services of the Company for any reason. I acknowledge and agree that if I violate any of the provisions of this Agreement to all person and Entities with whom Section 8, the Executive seeks to running of the Restricted Period will be hired or do business before accepting employment or engagement with any of them. (f) If extended by the Executive violates the provisions time during which I engage in such violation(s). For purposes of this Section, the Executive Company’s Field of Business shall continue to be held by mean research, discovery, design, manufacture, clinical development, seeking of regulatory approvals, marketing and/or commercialization of (i) antibodies, (ii) antigens or (iii) engineered protein- or amino acid-based agents for all uses and indications in humans or animals that act through modulation (including either as agonists or antagonists) of the restrictions set forth in this Section, until a period equal activity of protein growth factors belonging to the period of restriction has expired without any violationTransforming Growth Factor-β superfamily.

Non-Competition and Non-Solicitation. In exchange for the Bank’s undertakings under this Agreement, including, but not limited to, the provision of the Proprietary Information to the Executive as set forth in Section 6 above, the Executive agrees as follows: (a) While During the Executive is employed by the Company Executive’s employment and for a period of twelve one (121) months following year after the Executive’s termination or cessation of such employment for any reason, in the United States, the Executive will not directly or indirectlynot: (i) Engage engage in a managerial capacity in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as in which the holder of not more than 5% of the combined voting power of the outstanding stock of Executive would serve in a publicly held company) role to affect that (A) is competitive entity’s decisions with the Company’s business and (B) develops, designs, produces, markets, sells or renders respect to any product or service competitive that competes with any product developedthe Bank’s Credit Products, produced, marketed, sold or rendered such “Credit Products” meaning advances made by the Company while the Executive was employed Bank, letters of credit issued or confirmed by the CompanyBank, and any other product or service that entails the extension of credit by the Bank; (ii) Either directly or indirectly, either alone or in association with others, solicit, recruit, induce, or attempt to solicit, recruit or solicitinduce for employment or hire or engage as an independent contractor, any person who was employed by employee of the Company at any time Bank with whom the Executive had contact during the period of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longeremployment; andor (iii) Either directly or indirectly, either alone or in association with others, solicit, divert or take away, or attempt to solicit, divert or to take away, the business or patronage of any of the clients, customers Bank member or accounts, or prospective clients, customers or accounts, of the Company customer with which were contacted, solicited or served by the Executive while he was employed by had material contact during the CompanyExecutive’s employment with the Bank or about which the Executive learned confidential information. (b) If the Executive violates the provisions of Section 7, the Executive shall continue to be bound by the restrictions set forth in this Section 7 until a period of one (1) year has expired without any violation of such provisions. (c) If any restriction set forth in this Section 6 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (cd) The Executive acknowledges that the restrictions contained in this Agreement Section 7 are necessary for the protection of the business business, Proprietary Information and goodwill of the Company Bank and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will Section 7 is likely to cause the Company Bank substantial and irrevocable damage and thereforethat is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Bank, in addition to such other remedies which that may be available, the Company shall have the right to seek obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, Section 7 without posting a bond and the Executive shall continue hereby waives the adequacy of a remedy at law as a defense to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violationsuch relief.

Non-Competition and Non-Solicitation. (a) While In order to protect the Executive is employed by the Company Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) months following the Executive’s termination or cessation of such my employment for any reasonreason (the “Restricted Period”), the Executive I will not directly or indirectly: (i) Engage in any business or enterprise (, whether as an owner, partner, officershareholder, director, consultant, agent, employee, director, investor, lender, consultant, independent contractor co-venturer or otherwise, except engage, participate or invest in any business activity anywhere in the world that develops, manufactures or markets products or services in the Company’s Field of Business (as defined below), or that develops or manufactures any products, or performs any services, that are otherwise competitive with the holder of not more than 5% products or services of the combined voting power Company, or products or services that the Company has under development or that were the subject of active planning during the outstanding last twelve (12) months of my employment; provided that this will not prohibit any possible investment in publicly traded stock of a publicly held company representing less than one percent of the stock of such company) that (A) is competitive with the Company’s business and (B) develops. In addition, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit or solicit, any person who was employed by the Company at any time during the period Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iiia) Either alone or in association with otherscall upon, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of away any of the clientscustomers, customers or accounts, business or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during suppliers, and/or (b) solicit, entice or attempt to persuade any other employee or consultant of the Term or has plans, during Company to leave the Term, to do business. (e) The Executive agrees to provide a copy services of the Company for any reason. I acknowledge and agree that if I violate any of the provisions of this Agreement to all person and Entities with whom Section 8, the Executive seeks to running of the Restricted Period will be hired or do business before accepting employment or engagement with any of them. (f) If extended by the Executive violates the provisions time during which I engage in such violation(s). For purposes of this Section, the Executive shall continue to be held by Company’s Field of Business will mean research, discovery, design, manufacture, clinical development, seeking of regulatory approvals, marketing and/or commercialization of (i) antibodies, (ii) antigens or (iii) engineered protein- or amino acid-based agents for all uses and indications in humans or animals that act through modulation (including either as agonists or antagonists) of the restrictions set forth in this Section, until a period equal activity of protein growth factors belonging to the period of restriction has expired without any violationTransforming Growth Factor-b superfamily.

Non-Competition and Non-Solicitation. (a) While the Executive is employed by the Company Company, and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (i) Engage in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s business business, and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit or solicit, any person who was employed by the Company at any time during the period of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person persons and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (ai) While During the Employment Period and for a period of twelve months thereafter, the Executive shall not directly or indirectly: (A) encourage or solicit any officer or employee of the Company or any of its subsidiaries to leave the employ of any such entity or have such officer or employee; or (B) interfere with or otherwise disrupt (1) the relationships between the Company and its subsidiaries, on the one hand, and any client or customer of the Company and its subsidiaries, on the other hand, including any insured party, or (2) the supply to the Company and its subsidiaries of any services by any supplier or agent or broker who during the period of twelve (12) months immediately preceding the Executive's termination shall have supplied services to the Company or any of its subsidiaries, nor will the Executive interfere with the terms on which such supply or agency or brokering services during such period as aforesaid have been made or provided or cause any such supplier, agent or broker to discontinue its relationship with the Company and its subsidiaries; or (ii) If the Executive is employed by terminated for without Cause, during the remainder of the Employment Period the Executive will not entice or solicit away from the Company and or any of its subsidiaries the business of any person, firm or company who during the period of twelve (12) months preceding the date of the Executive's termination was a client of the Company. (iii) If the Executive resigns from his employment with the Company or is terminated for Cause, then during a period equaling the shorter of the remainder of Employment Period or a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reasonmonths, the Executive will not directly or indirectly: (i) Engage in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s business and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit entice or solicit, any person who was employed by the Company at any time during the period of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While the Executive is employed by the Company Company, and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (i) Engage in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s business business, and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit or solicit, any person who was employed by the Company at any time during the period of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term business, or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person persons and Entities entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While In order to protect the Executive is employed by the Company Company’s Proprietary Information and good will, during my employment and for a period of twelve one (121) months year following the Executive’s termination or cessation of such my employment for any reasonreason (the “Restricted Period”), the Executive I will not directly or indirectly: (i) Engage in any business or enterprise (, whether as an owner, partner, officershareholder, director, manager, consultant, agent, employee, director, investor, lender, consultant, independent contractor co-venturer or otherwise, except as engage or participate in any business activity anywhere in the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) United States that (A) is competitive with the Company’s business and (B) develops, designs, produces, markets, sells manufactures or renders markets any product products that are directed to the same molecular targets as any products that are under development or service competitive with any product developed, produced, marketed, sold or rendered by that are the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit or solicit, any person who was employed by the Company subject of active planning at any time during the period my employment; provided that this shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the Executive’s stock of such company. For the avoidance of doubt, this Section 8 shall not prevent my employment with by a business entity that develops, manufactures or markets any products that are directed to the same molecular targets as any products that are under development or that are the subject of active planning at any time during my employment by Company, provided that I do not engage or participate in such development, manufacture or marketing. In addition, during the Restricted Period, I will not, directly or indirectly, in any manner, other than for the benefit of the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iiia) Either alone or in association with otherscall upon, solicit, divert or divert, take away, accept or attempt to divert conduct any business from or to take away, the business or patronage of with any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries suppliers, for the purpose of selling products or services that compete with the Company’s products or services or interfering with the Company’s relationship with such customer or supplier, and/or (b) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason or otherwise participate in or facilitate the hire, directly or through another entity, of any person who is doing business during employed or engaged by the Term Company or has plans, during who was employed or engaged by the Term, Company within six months of any attempt to do business. (e) The Executive agrees to provide a copy of this Agreement to all person hire such person. I acknowledge and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with agree that if I violate any of them. (f) If the Executive violates the provisions of this Sectionparagraph 8, the Executive shall continue to running of the Restricted Period will be held extended by the restrictions set forth time during which I engage in this Section, until a period equal to the period of restriction has expired without any violationsuch violation(s).

Non-Competition and Non-Solicitation. (a) While During the Non-Competition Period, Executive is employed by the Company and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reason, the Executive will shall not directly or indirectly: (ia) Engage in any business or enterprise (whether as an owner, partner, officer, employee, executive, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 51% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s Teradyne (including but not limited to, any business and (B) or enterprise that develops, designs, produces, markets, sells or renders any product or service competitive with any product or service developed, produced, marketed, sold or rendered by the Company Teradyne while the Executive was employed by the CompanyTeradyne); (iib) Either alone or in association with others, recruit recruit, solicit, hire or solicitengage as an independent contractor, any person who was employed by the Company Teradyne at any time during the period of the Executive’s employment with the CompanyTeradyne, except for an individual whose employment with the Company Teradyne has been terminated for a period of six months or longer; andor (iiic) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any client or customer or entity that was a prospective client or customer of Teradyne during the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) Executive’s employment. If any restriction set forth in this Section 6 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the parties agree that it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) . The Executive acknowledges that the restrictions contained in this Agreement Section 4 are necessary for the protection of the business and goodwill of the Company Teradyne and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement Section 4 will cause the Company substantial and irrevocable damage Teradyne irreparable harm and therefore, in the event of any such breach, in addition to such other remedies which that may be available, the Company Teradyne shall have the right to seek specific performance equitable and/or injunctive relief. The Executive acknowledges and injunctive relief without posting understands that he may rescind his acceptance of the terms of this Agreement, including his agreement to be bound by the restrictions in this Section 4, for a bond. period of seven (d7) business days after his acceptance. The geographic scope of this Section 4 shall extend to anywhere the Company Teradyne or any of its subsidiaries is doing business, has done business during the Term or has plans, during the Term, plans to do business. (e) business as of the Retirement Date. The Executive agrees that during the Non-Competition Period, he will make reasonable, good faith efforts to provide a copy give written notice to Teradyne of this Agreement each new business activity he plans to all person and Entities with whom the Executive seeks undertake, at least (5) business days prior to be hired or do business before accepting employment or engagement with beginning any of them. (f) such activity. If the Executive violates the provisions of this SectionSection 4, the Teradyne shall be entitled to discontinue any continued vesting per Section 1 above and Executive shall continue to be held bound by the restrictions set forth in this Section, until a Section 4 for an additional period of time equal to the duration of the violation, such additional period of restriction has expired without any violationnot to exceed 24 months.

Non-Competition and Non-Solicitation. (a) While the Executive is employed by the Company and for a period of twelve (12) months following the Executive’s 's termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (i) Engage in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s 's business and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit or solicit, any person who was employed by the Company at any time during the period of the Executive’s 's employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While 6.1 During the Executive is employed by the Company and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reasonEmployment Period, the Executive Employee will not directly or indirectly: (ia) Engage engage in any business or enterprise (whether as an owner, partner, officer, director, employee, directorconsultant, investor, lender, consultant, independent contractor lender or otherwise, except as the holder of not more than 51% of the combined voting power of the outstanding stock of a publicly publicly-held company) that (A) is competitive with the Company’s business and (B) develops, designs, produces, markets, licenses or sells or renders any product or service competitive that competes with any product developed, producedlicensed or sold, marketedor planned to be developed, sold licensed or rendered sold, by the Company while during the Executive was employed by the Company;Employment Period; or (iib) Either either alone or in association with othersothers (i) solicit, recruit or permit any organization directly or indirectly controlled by the Employee to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Employee to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any the time during the period of the Executive’s employment with termination of the CompanyEmployment Period; PROVIDED, except for an that this clause (ii) shall not apply to any individual (A) whose employment with the Company has been was terminated for a period of by the Company or (B) whose employment with the Company was terminated by the individual more than six months prior to the solicitation, hiring or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served engagement by the Executive while he was employed by the CompanyEmployee. (b) 6.2 If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While During the Term, the Executive is employed shall not directly or indirectly engage in any other business or be concerned or interested in any other business of a similar nature to or which would or might compete with the business for the time being carried on by the Company or any Group Company save that he may (but without prejudice to Section 3 above) be interested as a holder or beneficial owner of not more than 5% of any class of stock, shares or debentures in any company (other than the Company, in which case, such limit shall not apply) whose stock, shares or debentures are listed or dealt in on an appointed stock exchange (as defined in the Companies Act). (b) Since the Executive has obtained in the course of his employment prior to the date hereof and for a is likely to obtain in the course of his employment hereunder knowledge of the trade secrets and also other confidential information in regard to the business of the Company and of any Group Company with which he becomes associated, the Executive hereby agrees with the Company that in addition to the restrictions contained in Section 9(a) above, he will not in Bermuda, the United States, the United Kingdom or the European Economic Community, during the period of twelve (12) months following the Executive’s termination of his employment hereunder (howsoever caused), either on his own account or cessation of such employment for any reasonother person, the Executive will not directly firm or indirectlycompany: (i) Engage directly or indirectly be engaged in or concerned with any business or enterprise (whether as an ownerundertaking which is engaged in or carried on in Bermuda, partnerthe United States, officer, employee, director, investor, lender, consultant, independent contractor the United Kingdom or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive European Economic Community any insurance business which competes or seeks to compete with the Company’s business and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered carried on by the Company while or any other Group Company at the Executive was employed by the Company;date of termination. (ii) Either alone directly or in association with others, recruit or indirectly solicit, any person who was employed by interfere with or endeavor to entice away from the Company or any Group Company any person, firm or company who at any time during the date of termination aforesaid or who in the period of twelve (12) months immediately prior to such date was a customer or client of or in the Executive’s employment with the Company, except for an individual whose employment habit of dealing with the Company has been terminated for a period or any Group Company or who at such date was to his knowledge negotiating with the Company or any Group Company in relation to all or part of six months or longer; andits business. (iii) Either alone solicit the services of or in association with othersendeavor to entice away from the Company or any Group Company any director, solicit, divert employee or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, consultant of the Company which were contacted, solicited or served any Group Company (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of such company) nor shall the Executive while he was employed by knowingly employ or aid or assist in or procure the Company. (b) If any restriction set forth in this Section 6 is found employment by any court other person, firm or company of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceableany such person. (c) If any provision contained in this Section 9 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but such provision shall be amended or deemed amended to apply as to such maximum time and to such maximum extent as determined to be valid, binding and enforceable. The provisions of this Section 9 shall survive any expiration or termination this Agreement. The Executive acknowledges and agrees that the restrictions contained in this Agreement are necessary Company’s remedies at law for the protection a breach or threatened breach of any of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach provisions of this Agreement will cause the Company substantial and irrevocable damage and thereforeSection 9 would be inadequate and, in recognition of this fact, agrees that, in the event of any such breach or threatened breach, in addition to such any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other remedies equitable relief which may then be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope Executive hereby agrees that he will at the request and at the cost of this Section shall extend to anywhere the Company enter into a direct agreement or undertaking with any Group Company whereby he will accept restrictions and provisions corresponding to the restrictions and provisions herein contained (or such of them as may be appropriate in the circumstances) in relation to such services and such area and for such period as such company or companies may reasonably require for the protection of its subsidiaries is doing business during or their legitimate interests provided that he terms of such restrictions and provisions will not be more onerous than the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person restrictions and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violationAgreement.

Non-Competition and Non-Solicitation. (a) While the Executive is employed by 9.1 During employment with the Company and for a period of twelve (12) months following after the Executive’s termination or cessation of such employment with the Company for any reason, the Executive will not directly Employee shall not, either on the Employee’s own behalf, or indirectly: (i) Engage in any business or enterprise (whether as an owner, partnermanager, stockholder, consultant, director, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, employee of any business entity (except as the a holder of not more than 5% one (1%) percent of the combined voting power of the outstanding stock of a publicly held company) participate, directly or indirectly, in any capacity, in any business that (A) is competitive with the Company’s business, including, but not limited to any business and (B) or enterprise that develops, designsmanufactures, produces, markets, markets or sells or renders any product or service competitive that competes with any product or service developed, producedmanufactured, marketed, marketed or sold or rendered by the Company or any of its subsidiaries while the Executive Employee was employed by the Company;. 9.2 During employment with the Company and for a period of twelve (ii12) Either months after the termination of employment with the Company for any reason, the Employee shall not, either alone or in association with others, solicit, induce, recruit, or hire, or attempt to solicit, induce, recruit or solicit, hire for employment or as an independent contractor any person who was employed by the Company at any time during the period employee of the Executive’s employment with the Company, except for an individual whose . 9.3 During employment with the Company has been terminated and for a period of six twelve (12) months or longer; and (iii) Either alone or in association with othersafter the termination of employment for any reason, the Employee shall not solicit, divert or take away, or attempt to solicit, divert or to take away, directly or indirectly, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company Company, which were contacted, solicited or served by the Executive while he was employed by Company at any time during the term of the Employee’s employment with the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) 9.4 The Executive acknowledges that the restrictions contained in this Agreement Section 9 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive Employee to be reasonable for such purpose. The Executive Employee agrees that any breach of this Agreement will Section 9 is likely to cause the Company substantial and irrevocable damage and thereforethat is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Employee agrees that the Company, in addition to such other remedies which that may be available, the Company shall have the right to seek obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance and injunctive relief of the provisions of this Section 9 without posting a bond. (d) bond and the Employee hereby waives the adequacy of a remedy at law as a defense to such relief. The geographic Employee agrees that any change or changes in his/her duties, salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business9. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While the Executive is employed by the Company and for a period of twelve one (121) months following year after the Executive’s termination or cessation of such employment for any reason, reason the Executive will not directly or indirectly: (i) Engage , engage in any business or enterprise (whether as an owner, partner, officer, director, employee, directorconsultant, investor, lender, consultant, independent contractor lender or otherwise, except as the holder of not more than 51% of the combined voting power of the outstanding stock of a publicly publicly-held company) that (A) is directly competitive with the Company’s 's business and (B) develops, designs, produces, markets, sells at the time of termination or renders any product cessation of such employment or service competitive with any product developed, produced, marketed, sold or rendered business reasonably contemplated by the Company while at such time, including but not limited to any business or enterprise that markets or sells furniture or home furnishings by use of the Internet; and (b) While the Executive was is employed by the Company; Company and for a period of one (ii1) Either year after the termination or cessation of such employment for any reason the Executive will not directly or indirectly, either alone or in association with othersothers (i) solicit any employee of the Company to leave the employ of the Company, recruit (ii) solicit for employment or solicithire, or permit any organization directly or indirectly controlled by the Executive to solicit for employment or hire, any person who was employed by the Company at any time during the period term of the Executive’s 's employment with the Company; PROVIDED, except for an that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer; and , or (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (bc) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this SectionSection 6(a) or (b), as determined in good faith by the Board, then in addition to any other remedies available to the Company, the Executive shall continue to be held bound by the restrictions set forth in this Section, Section 6 until a period equal to the an aggregate period of restriction one (1) year has expired without any violationviolation of the provisions of Section 6, excluding from such computation any time during which the Executive was in violation of any provisions of such Section. (e) If, after diligent efforts, the Executive is unable after the termination of his employment with the Company, due primarily to the non- competition restrictions contained in this Agreement, to obtain employment at a rate of compensation at least equivalent to his rate of compensation (including bonuses and other forms of non-equity cash compensation) at the time of such termination of employment and therefore accepts employment at a lower rate of compensation (including bonuses and the fair market value of non-cash compensation), the Company shall pay to the Executive, on a monthly basis during the period beginning upon the commencement of such new employment and ending upon the termination of the Executive's non-compete obligations under this Agreement, as additional consideration for the Executive's obligations under Section 6(a) of this Agreement, a sum equal to the difference between his monthly rate of compensation at the time of termination and his monthly rate of compensation from his new employment, PROVIDED that the Company shall not be required to pay in any month an amount in excess of 80% of the Executive's monthly compensation at the time of his termination of employment with the Company and PROVIDED, FURTHER, that the Company's obligations to make any payment under this paragraph shall not arise until the seventh month after the Executive's termination in the event of a termination by the Company pursuant to Section 4.1 of this Agreement. (f) The Executive shall notify the Company in writing within 15 days after any calendar month end as to which he seeks payment under Section 6(e). The Executive must, as a condition to such payment, establish to the Company's reasonable satisfaction (i) his diligent efforts to obtain employment at a compensation level commensurate to his level with the Company and (ii) the amount of compensation earned at his new position. (g) The Company may, at any time upon 30 days prior written notice to the Executive, notify the Executive that it will not be obligated to make any payments to the Executive under paragraph (e) above, in which event the Executive shall be relieved of all of his obligations under Section 6(a), but not Section 6(b), of this Agreement as of the end of such 30-day period.

Non-Competition and Non-Solicitation. (a) While the Executive is employed by 9.1 During employment with the Company and for a period of twelve (12) months following after the Executive’s termination or cessation of such employment with the Company for any reason, the Executive will not directly Employee shall not, either on the Employee's own behalf, or indirectly: (i) Engage in any business or enterprise (whether as an owner, partnermanager, stockholder, consultant, director, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, employee of any business entity (except as the a holder of not more than 5% one (1%) percent of the combined voting power of the outstanding stock of a publicly held company) participate, directly or indirectly, in any capacity, in any business that (A) is competitive with the Company’s 's business, including, but not limited to any business and (B) or enterprise that develops, designsmanufactures, produces, markets, markets or sells or renders any product or service competitive that competes with any product or service developed, producedmanufactured, marketed, marketed or sold or rendered by the Company or any of its subsidiaries while the Executive Employee was employed by the Company;. 9.2 During employment with the Company and for a period of twelve (ii12) Either months after the termination of employment with the Company for any reason, the Employee shall not, either alone or in association with others, solicit, induce, recruit, or hire, or attempt to solicit, induce, recruit or solicit, h ire for employment or as an independent contractor any person who was employed by the Company at any time during the period employee of the Executive’s employment with the Company, except for an individual whose . 9.3 During employment with the Company has been terminated and for a period of six twelve (12) months or longer; and (iii) Either alone or in association with othersafter the termination of employment for any reason, the Employee shall not solicit, divert or take away, or attempt to divert solicit, dive1t or to take away, directly or indirectly, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company Company, which were contacted, solicited or served by the Executive while he was employed by Company at any time during the term of the Employee's employment with the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) 9.4 The Executive acknowledges that the restrictions contained in this Agreement Section 9 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive Employee to be reasonable for such purpose. The Executive Employee agrees that any breach of this Agreement will Section 9 is likely to cause the Company substantial and irrevocable damage and thereforethat is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Employee agrees that the Company, in addition to such other remedies which that may be available, the Company shall have the right to seek obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance and injunctive relief of the provisions of this Section 9 without posting a bond. (d) bond and the Employee hereby waives the adequacy of a remedy at law as a defense to such relief. The geographic Employee agrees that any change or changes in his/her duties, salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business9. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While the Executive is employed by 9.1 During employment with the Company and for a period of twelve (12) months following after the Executive’s termination or cessation of such employment with the Company for any reason, the Executive will not directly Employee shall not, either on the Employee's own behalf, or indirectly: (i) Engage in any business or enterprise (whether as an owner, partnermanager, stockholder, consultant, director, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, employee of any business entity (except as the a holder of not more than 5% one (1 %) percent of the combined voting power of the outstanding stock of a publicly held company) participate, directly or indirectly, in any capacity, in any business that (A) is competitive with the Company’s 's business, including, but not limited to any business and (B) or enterprise that develops, designsmanufactures, produces, markets, markets or sells or renders any product or service competitive that competes with any product or service developed, producedmanufactured, marketed, marketed or sold or rendered by the Company or any of its subsidiaries while the Executive Employee was employed by the Company;. 9.2 During employment with the Company and for a period of twelve (ii12) Either months after the termination of employment with the Company for any reason, the Employee shall not, either alone or in association with others, solicit, induce, recruit, or hire, or attempt to solicit, induce, recruit or solicit, hire for employment or as an independent contractor any person who was employed by the Company at any time during the period employee of the Executive’s employment with the Company, except for an individual whose . 9.3 During employment with the Company has been terminated and for a period of six twelve (12) months or longer; and (iii) Either alone or in association with othersafter the termination of employment for any reason, the Employee shall not solicit, divert or take away, or attempt to solicit, divert or to take away, directly or indirectly, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company Company, which were contacted, solicited or served by the Executive while he was employed by Company at any time during the term of the Employee's employment with the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) 9.4 The Executive acknowledges that the restrictions contained in this Agreement Section 9 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive Employee to be reasonable for such purpose. The Executive Employee agrees that any breach of this Agreement will Section 9 is likely to cause the Company substantial and irrevocable damage and thereforethat is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Employee agrees that the Company, in addition to such other remedies which that may be available, the Company shall have the right to seek obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance and injunctive relief of the provisions of this Section 9 without posting a bond. (d) bond and the Employee hereby waives the adequacy of a remedy at law as a defense to such relief. The geographic Employee agrees that any change or changes in his/her duties, salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business9. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While 4.1 I undertake, during the Executive is employed period of my employment by the Kibbutz at the Company and for a period of twelve 12 months thereafter (12) months following the Executive’s termination or cessation “Period of such employment for any reasonNon-Competition”), the Executive will not to engage, directly or indirectly: (i) Engage in any business or enterprise (, whether as an ownera self-employed person or as a salaried employee, as a partner, officer, employee, consultant, shareholder, joint venturer, representative, trustee, director, investor, lender, consultant, independent contractor or licensee and/or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) whether alone or jointly with or through others, in any business that (A) is competitive could constitute competition, directly or indirectly, with the Company’s business and field of business. 4.2 During the period of non-competition I undertake (Ba) developsnot to solicit, designsto apply to or assist any person or entity which is not the Company, produces, markets, sells to refer to or renders maintain any product or service competitive contact with any product developedmanager, produceddirector, marketedother officer or employee, sold partner, contractor, sub-contractor or rendered by the Company while the Executive was employed by consultant of the Company; , with the objective of inducing them to terminate their contractual arrangement with the Company; (iib) Either alone not to employ and not to assist in employing of any manager, director, other officer or in association with othersemployee, recruit partner, contractor, sub-contractor or solicitconsultant of the Company, any person who is employed or was employed by the Company at any time during the period of non-competition. 4.3 During the Executive’s employment with entire period of non-competition I undertake that unless I receive the Company’s prior written approval thereto, except for an individual whose employment not to refer to or to maintain any contact and not to refer to and not to perform, myself and/or together with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with another/others and/or through another/others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, work for customers or accounts, or prospective clients, customers or accounts, of the Company which were contactedand/or with its suppliers and/or its business partners, solicited present or served by future, and/or its distributors and/or its representatives and agents and/or its advisors, in a manner that will cause me to compete, whether directly or indirectly, with the Executive while he was employed by business of the Company. 4.4 I declare and confirm that I am aware (a) that the Company’s activities (including affiliated companies and/or subsidiaries) is of an international nature (b) If any restriction set forth and that the restraints of non-competition are reasonable in this Section 6 is found by any court the circumstances of competent jurisdiction the matter and are intended reasonably to be unenforceable because it extends for too long a protect the activities of the Company. 4.5 I declare and undertake that during the period of time or over too great a range of activities or in too broad a geographic areamy employment by the Kibbutz at the Company and subsequent thereto, it shall be interpreted to extend only over the maximum period without limitation of time, range of activities I will not act or geographic area as take steps that are likely to which it may be enforceable. (c) The Executive acknowledges that cause, or to assist any other person or entity, directly or indirectly, in causing any damage to the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bondCompany. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) 4.6 If the Executive violates the provisions scale and extent of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violationone or more of my undertakings in this appendix is held to exceed the scope and extent and/or the period that are permitted according to law, such undertaking shall be read as if the maximum scope and extent and/or period permitted according to law are specified therein.

Non-Competition and Non-Solicitation. (a) While As an inducement for Buyer Group to enter into the Executive is employed by Purchase Agreements and as additional consideration for the Company and consideration to be paid to Buyer under this Agreement, for a period of twelve (12) months following five years from the Executive’s termination or cessation Closing Date, neither Seller nor any of such employment for any reasonits Affiliates will, the Executive will not directly or indirectly: , (i) Engage market or sell potato products serving the industrial ingredient and baking, export or foodservice end markets, or (ii) own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or lending of money to, any business Person who or enterprise (whether which at any relevant time during such period markets or sells potato products serving the industrial ingredient and baking, export or foodservice end markets. Ownership by Seller or its Affiliates, as an ownera passive investment, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more less than 5% of the combined voting power three percent of the outstanding shares of capital stock of any corporation whose stock is listed on a publicly held company) national securities exchange will not constitute a breach of this Section 7.2, provided that (A) is competitive with the Company’s business and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit or solicit, any person who was employed by the Company at any time during the period of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of neither Seller nor any of the clients, customers its Affiliates are actively involved in its management or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Companyoperations. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction As an additional inducement for Buyer Group to enter into the Purchase Agreements and as additional consideration for the consideration to be unenforceable because it extends paid to Buyer under this Agreement, for too long a period of time three years from the Closing Date, neither Seller nor any of its Affiliates will (i) solicit for employment (or over too great a range of activities or in too broad a geographic area, it shall be interpreted attempt to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (cinterfere with any employment relationship with) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill any then-current employee of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event or of any of its Subsidiaries; provided, that if any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere employee is no longer employed by the Company or any of its subsidiaries Subsidiaries, then Seller and its Affiliates may solicit and hire such employee, subject to the terms of any confidentiality, trade secret or noncompetition covenants in effect between the Company or its Subsidiary and such employee. The solicitation and hiring of any employee of the Company or its Subsidiaries through the placing of advertisements in trade journals, newspapers or similar publications or posting on websites by Seller or its Affiliates or an agent thereof, or other forms of general solicitation, will not be deemed to be a violation of this Section 7.2(b), or (ii) take any action that is doing designed or intended to have the effect of discouraging any customer, supplier, licensee, licensor, franchisee or other person or entity having business during relations with the Term Company or has plans, during any of its Subsidiaries from maintaining the Term, same business relationships with each of the Company and its Subsidiaries after the Closing as it maintained with each of the Company and its Subsidiaries prior to do businessthe Closing. (ec) The Executive agrees to provide Seller acknowledges that, because a copy remedy at law for any violation or breach of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this SectionSection 7.2 may be inadequate, the Executive shall continue in addition to any relief at law that may be held by the restrictions set forth available to Buyer Group for such violation or breach and regardless of any other provision contained in this SectionAgreement, until a period equal Buyer Group may be entitled to the period of restriction has expired without any violationinjunctive and other equitable relief restraining such violation or breach.

Non-Competition and Non-Solicitation. (a) While During the Executive is employed by term of the Company Executive's employment and for a period of twelve two (122) months following years after the Executive’s termination or cessation of such employment for any reasonemployment, the Executive will not directly or indirectly: (i) Engage in any business or enterprise (whether as an ownerindividual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, independent contractor or otherwise, except in any other capacity whatsoever (other than as the holder of not more than 5% one percent (1%) of the combined voting power of the total outstanding stock of a publicly held company), engage in the business of television broadcasting (or radio broadcasting to the extent the Group has radio operations at the date of termination of employment) that (A) in Russia or any country in which the Group is competitive with operating or in which it has undertaken material preparations to begin operating, in each case, as of the Company’s business and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company;date of termination of employment; or (ii) Either alone recruit, solicit or in association with othersinduce, recruit or solicitattempt to induce, any person who was employed by the Company at any time during the period employee or employees of the Executive’s Group to terminate their employment with with, or otherwise cease their relationship with, the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longerGroup; andor (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, current or prospective clientsbusiness partners, customers advertisers or accounts, affiliate stations of the Company which were contacted, solicited or served by Group with whom the Executive had significant contact while he was employed by the CompanyGroup. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges and agrees that the restrictions contained in this Agreement Section 6 are necessary for the protection of the business and goodwill of the Company Group and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement Section 6 will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bondrelief. (d) The geographic scope provisions of Section 6 survive the termination of the Executive's employment and the termination of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do businessAgreement. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While During the Non-Competition Period, Executive is employed by the Company and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reason, the Executive will shall not directly or indirectly: (ia) Engage in any business or enterprise (whether as an owner, partner, officer, employee, executive, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 51% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s Teradyne (including but not limited to, any business and (B) or enterprise that develops, designs, produces, markets, sells or renders any product or service competitive with any product or service developed, produced, marketed, sold or rendered by the Company Teradyne while the Executive was employed by the CompanyTeradyne); (iib) Either alone or in association with others, recruit recruit, solicit, hire or solicitengage as an independent contractor, any person who was employed by the Company Teradyne at any time during the period of the Executive’s employment with the CompanyTeradyne, except for an individual whose employment with the Company Teradyne has been terminated for a period of six months or longer; andor (iiic) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any client or customer or entity that was a prospective client or customer of Teradyne during the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) Executive’s employment. If any restriction set forth in this Section 6 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the parties agree that it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) . The Executive acknowledges that the restrictions contained in this Agreement Section 4 are necessary for the protection of the business and goodwill of the Company Teradyne and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement Section 4 will cause the Company substantial and irrevocable damage Teradyne irreparable harm and therefore, in the event of any such breach, in addition to such other remedies which that may be available, the Company Teradyne shall have the right to seek specific performance equitable and/or injunctive relief. The Executive acknowledges and injunctive relief without posting understands that he may rescind his acceptance of the terms of this Agreement, including his agreement to be bound by the restrictions in this Section 4, for a bond. period of seven (d7) business days after his acceptance. The geographic scope of this Section 4 shall extend to anywhere the Company Teradyne or any of its subsidiaries is doing business, has done business during the Term or has plans, during the Term, plans to do business. (e) business as of the Retirement Date. The Executive agrees that during the Non-Competition Period, he will make reasonable, good faith efforts to provide a copy give written notice to Teradyne of this Agreement each new business activity he plans to all person and Entities with whom the Executive seeks undertake, at least (5) business days prior to be hired or do business before accepting employment or engagement with beginning any of them. (f) such activity. If the Executive violates the provisions of this SectionSection 4, the Teradyne shall be entitled to discontinue any continued vesting per Section 1(a)-(c) above and Executive shall continue to be held bound by the restrictions set forth in this Section, until a Section 4 for an additional period of time equal to the duration of the violation, such additional period of restriction has expired without any violationnot to exceed 24 months.

Non-Competition and Non-Solicitation. (a) While the Executive is employed by the Company and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reasonreason (the “Restrictive Period”), the Executive will not directly or indirectly: (i1) Engage In the geographical area where the Company does business or has done business at the time of the termination or cessation of the Executive’s employment, engage in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 51% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s business, including, but not limited to, any business and (B) or enterprise that develops, designs, produces, markets, sells or renders any product or service competitive with any product or service developed, designed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii2) Either alone or in association with others, solicit, recruit or induce, or attempt to solicit, recruit or induce, any person who was employed by the Company or engaged as an independent contractor at any time during the period of the Executive’s 's employment with the Company, except for an individual whose employment with or service for the Company has been terminated for a period of six months or longer; andand/or (iii3) Either alone or in association with others, solicit, divert or take away, or attempt to solicit, divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which that were contacted, solicited or served by the Executive while he the Executive was employed by the Company. (b) If any restriction set forth in this Section 6 3 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions any of his obligations under this SectionSection 3, the Executive he shall continue to be held by the restrictions set forth in this Section, herein until a twelve (12) month period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While For a period beginning on the Effective Date and ending 12 months after the date on which Executive is ceases to be employed by the Company and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reasonreason whatsoever, the Executive will not Executive, directly or indirectly: , whether as employee, owner, sole proprietor, partner, shareholder, director, member, consultant, agent, founder, co-venturer or otherwise, will: (i) Engage not engage, participate or invest in any business activity anywhere in the world which develops, manufactures or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor markets products or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is performs services which are competitive with the Company’s business and (B) develops, designs, produces, markets, sells products or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by services of the Company while at the Executive was employed by time of Executive's termination, or products or services which the Company; Company has under development or which are the subject of active planning at the time of Executive's termination; PROVIDED, HOWEVER, that Executive, may own as a passive investor, publicly-traded securities of any corporation which competes with the business of the Company so long as such securities do not, in the aggregate, constitute more than 1% of any class of outstanding securities of such corporations; (ii) Either alone not hire or in association with othersattempt to employ, recruit or otherwise solicit, induce or influence any person who was employed by the Company at any time during the period of the Executive’s employment with the Company, except for an individual whose to leave employment with the Company has been terminated for a period of six months or longer; and its resellers or distributors and (iii) Either alone not directly or in association with others, solicit, divert or take away, or attempt to divert or to take away, the indirectly solicit business or patronage of from any of the clientsCompany's customers and users, customers resellers or accounts, or prospective clients, customers or accounts, distributors on behalf of the Company any business which were contacted, solicited or served by the Executive while he was employed by competes with the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges understands that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this SectionSection 10 are intended to protect the Company's interest in its "proprietary information" (as such term may be defined in the Non-disclosure Agreement) and establish customer relationships in good will, until a period equal and agrees that such restrictions are reasonable, necessary and appropriate for this purpose. (c) Executive agrees that it would be difficult to measure any damages caused by the Company which might result from any breach by Executive of the promises set forth in this Section 10, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, Executive agrees that if Executive breaches, or proposes to breach, any portion of this Section 10, the Company shall be entitled, in addition to all other remedies that it may have, to injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the period of restriction has expired without any violationCompany.

Non-Competition and Non-Solicitation. As consideration for and to induce the engagement of the Consultant by the Company, the Consultant hereby covenants and agrees that he will not: (a) While during the Executive is employed by the Company term of this Agreement and for a period of twelve one (121) months following year from the Executive’s termination date the Consulting Period is terminated, alone or cessation of such employment for any reasonas a partner, the Executive will not directly or indirectly: (i) Engage in any business or enterprise (whether as an owner, partnerjoint venturer, officer, director, employee, directorconsultant, investor, lender, consultantagent, independent contractor or otherwisestockholder of any company or business, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) engage in any business activity which is competitive in competition with the Company’s business and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered conducted by the Company while or any of its subsidiaries or affiliates, including without limitation those related to the Executive was employed by business of the Company, provided, however, that the beneficial ownership of less than five percent (5%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Section; (b) during the term of this Agreement and for a period of one (1) year from the date the Consulting Period is terminated: (i) induce any person or entity which is a customer of the Company or any of its subsidiaries or affiliates to patronize any business directly or indirectly in competition with the business conducted by the Company or any of its subsidiaries, affiliates, and/or distributors; (ii) Either alone canvass, solicit or in association accept from any person or entity which is a customer of the Company or any of its subsidiaries or affiliates any such competitive business; or (iii) request or advise any person or entity which has a business relationship with othersthe Company or any of its subsidiaries or affiliates to withdraw, recruit curtail or solicitcancel any business with such entity; or (c) during the term of this Agreement and for a period of one (1) year from the date the Consulting Period is terminated, employ or knowingly permit any company or business directly or indirectly controlled by it to employ, any person who was employed by the Company at any time during the period of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during subsidiaries, affiliates at or within the Term prior six (6) months, or has plans, during the Term, in any manner seek to do businessinduce any such person to leave his or her employment. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. 10.1 In consideration of the Performance Shares, the Grantee agrees and covenants not to, without the explicit written permission of the Company’s General Counsel: (a) While work for, be employed or engaged by, or in any manner contribute his knowledge or services to, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant, agent, partner, director, shareholder, volunteer, intern or in any other similar capacity, any entity engaged in the Executive is employed by same or similar business as the Company and its Affiliates, for a period of twelve (12) 12 months following the Executivetermination of the Grantee’s termination or cessation of such employment for any reason, the Executive will not (howsoever caused); (b) directly or indirectly: (i) Engage in , solicit, hire, recruit, attempt to solicit, hire or recruit, or otherwise induce the termination of employment of, any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 5% employee of the combined voting power Company or its Affiliates, or assist any other person or entity to do any of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s business and (B) developsforegoing, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit or solicit, any person who was employed by the Company at any time during the period of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six 12 months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, following the business or patronage of any termination of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. Grantee’s employment (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.howsoever caused); or (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection directly or indirectly, solicit, contact (including, but not limited to, by e-mail, regular mail, express mail, telephone, fax, or instant message), attempt to contact or meet with any of the business and goodwill then current customers of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during Affiliates for purposes of offering, accepting or delivering any goods or services similar to or competitive with those currently offered by the Term Company or has plansany of its Affiliates, during or known by the TermGrantee to be in development by the Company or any of its Affiliates, to do businessfor a period of 12 months following the termination of the Grantee’s employment (howsoever caused). 10.2 In the event of a breach of any of the covenants contained in Section 10.1: (ea) The Executive agrees to provide a copy any unvested or unearned portion of the Performance Shares or Earned Shares shall be forfeited effective as of the date of such breach, unless sooner terminated by operation of another term or condition of this Agreement or the Plan; and (b) the Grantee hereby consents and agrees that the Company shall be entitled to all person a temporary restraining order and Entities with whom preliminary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the Executive seeks necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security, and to an award of its reasonable attorney’s fees incurred in securing such relief. The aforementioned equitable relief shall be hired in addition to, and not in lieu of, any legal remedies, monetary damages or do business before accepting employment or engagement with any other available forms of themrelief. (f) If 10.3 Provisions of this Agreement shall survive any termination of this Agreement or the Executive violates expiration or settlement of the Performance Shares if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including, without limitation, the obligations of the Participant under this Section 10 and the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violationSection 12 below.

Non-Competition and Non-Solicitation. During the Applicable Non-Compete Period (a) While the Executive is employed by the Company and for a period of twelve (12) months following the Executive’s termination or cessation of such employment for any reasonas defined below), the Executive each ELC Stockholder will not directly or indirectly, in the territory comprised by the continental United States: (ia) Engage in any business or enterprise (whether as an ownerindividual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, independent contractor or otherwise, except in any other capacity whatsoever (other than as the record holder or beneficial owner of not more than five percent (5% %) of the combined voting power of the total outstanding stock of a publicly held company) ), engage in the business of developing, producing, marketing or selling products or services that (A) is competitive with are of the Company’s business and (B) develops, designs, produces, markets, sells kind or renders any product or service competitive with any product type developed, produced, marketed, marketed or sold by GPE or rendered by the Company its subsidiaries while the Executive ELC Stockholder was employed by GPE or any subsidiary, or that are of the Company;kind or type described in reasonable detail in the written business plan of GPE or any subsidiary for the year during which the ELC Stockholder's employment is actually terminated, provided that such products or services are reasonably expected to be developed, produced, marketed and sold on a commercially significant basis during that year or the immediately succeeding year; or (iib) Either alone recruit, solicit or in association with othersinduce, recruit or solicitattempt to induce an employee or employees of GPE or any subsidiary to terminate their employment with, or otherwise cease their relationship with, GPE or any person who was employed subsidiary (other than by the Company at any time during the period means of the Executive’s employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longergeneral advertisements); andor (iiic) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, accounts of GPE or prospective clients, customers or accounts, of the Company any subsidiary which were contacted, solicited or served by the Executive Employee while he was employed by GPE or any subsidiary. With respect to subparagraph (a) above, the Company. Applicable Non-Compete Period shall be twelve months following the ELC Stockholder's final date of employment by GPE or any of GPE's subsidiaries. With respect to subparagraphs (b) and (c) above, the Applicable Non-Compete Period shall be eighteen months following the ELC Stockholder's final date of employment by GPE or any of GPE's subsidiaries. If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While During the Executive is employed by term of the Company Executive’s employment and for a period of twelve one (121) months following year with respect to subclause (i) below, and for a period of two (2) years with respect to subclause (ii) and (iii) below, after the Executive’s termination or cessation of such employment for any reasonemployment, the Executive will not directly or indirectly: (i) Engage in any business or enterprise (whether as an ownerindividual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, independent contractor or otherwise, except in any other capacity whatsoever (other than as the holder of not more than 5% two percent (2%) of the combined voting power of the total outstanding stock of a publicly held company), engage in the business of television broadcasting (including the production of programming for television) that in (A) is competitive with the Company’s business and Russia, (B) develops, designs, produces, markets, sells in any other country in the Commonwealth of Independent States (as comprised as of the date hereof) or renders (C) in any product or service competitive with any product developed, produced, marketed, sold or rendered by other country in which the Company while or any member of the Executive was employed by the CompanyGroup is then operating or in which it has undertaken material preparations to begin operating; (ii) Either alone recruit, solicit or in association with othersinduce, recruit or solicitattempt to induce, any person who was employed by the Company at any time during the period employee or employees of the Executive’s Group to terminate their employment with with, or otherwise cease their relationship with, the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longerGroup; andor (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, current or prospective clientsbusiness partners, customers advertisers or accounts, affiliate stations of the Company which were contacted, solicited or served by Group with whom the Executive had significant contact while he was employed by the Company. (b) If any restriction set forth in this Section 6 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges and agrees that the restrictions contained in this Agreement Section 7 are necessary for the protection of the business and goodwill of the Company Group and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement Section 7 will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bondrelief. (d) The geographic scope provisions of Section 7 survive the termination of the Executive’s employment and the termination of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do businessAgreement. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While From the Executive is employed by Termination Event through the Company and for a period end of twelve (12) months following the Executive’s termination or cessation of such employment for any reasonSalary Continuation Period, the Executive will Employee shall not directly or indirectly: (i) Engage in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 51% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s Teradyne (including but not limited to, any business and (B) or enterprise that develops, designs, produces, markets, sells or renders any product or service competitive with any product or service developed, produced, marketed, sold or rendered by the Company Teradyne while the Executive Employee was employed by the CompanyTeradyne); (ii) Either alone or in association with others, recruit recruit, solicit, hire or solicitengage as an independent contractor, any person who was employed by the Company Teradyne at any time during the period of the ExecutiveEmployee’s employment with the CompanyTeradyne, except for an individual whose employment with the Company Teradyne has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any client or customer or entity that was a prospective client or customer of Teradyne during the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the CompanyEmployee’s employment. (b) If any restriction set forth in this Section 6 3 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive Employee acknowledges that the restrictions contained in this Agreement Section 3 are necessary for the protection of the business and goodwill of the Company Teradyne and are considered by the Executive Employee to be reasonable for such purpose. The Executive Employee agrees that any breach of this Agreement Section 3 will cause the Company substantial and irrevocable damage Teradyne irreparable harm and therefore, in the event of any such breach, in addition to such other remedies which that may be available, the Company Teradyne shall have the right to seek specific performance and equitable and/or injunctive relief without posting a bondrelief. (d) The geographic scope of this Section 3 shall extend to anywhere the Company Teradyne or any of its subsidiaries is doing business, has done business during the Term or has plans, during the Term, plans to do business. (e) The Executive Employee agrees that during the Salary Continuation Period, he/she will make reasonable good faith efforts to provide a copy give verbal notice to Teradyne of this Agreement each new business activity he/she plans to all person and Entities with whom the Executive seeks undertake, at least (5) business days prior to be hired or do business before accepting employment or engagement with beginning any of themsuch activity. (f) If the Executive Employee violates the provisions of this SectionSection 3, the Executive Teradyne shall be entitled to suspend and recoup any salary continuation payment made per Section 1(d) above and Employee shall continue to be held bound by the restrictions set forth in this Section, until a Section 3 for an additional period of time equal to the duration of the violation, such additional period of restriction has expired without any violationnot to exceed 24 months.

Non-Competition and Non-Solicitation. (a) While the Executive is employed by the Company Company, and for a period of twelve (12) months following the Executive’s 's termination or cessation of such employment for any reason, the Executive will not directly or indirectly: (i) Engage in any business or enterprise (whether as an owner, partner, officer, employee, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 5% of the combined voting power of the outstanding stock of a publicly held company) that (A) is competitive with the Company’s business 's business, and (B) develops, designs, produces, markets, sells or renders any product or service competitive with any product developed, produced, marketed, sold or rendered by the Company while the Executive was employed by the Company; (ii) Either alone or in association with others, recruit or solicit, any person who was employed by the Company at any time during the period of the Executive’s 's employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (b) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The Executive acknowledges that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope of this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business. (e) The Executive agrees to provide a copy of this Agreement to all person persons and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.

Non-Competition and Non-Solicitation. (a) While the Executive Employee is employed by the Company and for a period of twelve (12) 12 months following after the Executive’s termination or cessation of such employment for any reasonexpiration thereof, or until payments pursuant to Section 5.2 have ceased, if longer, the Executive Employee will not directly or indirectly: (ia) Engage in any business or enterprise (whether as an owner, partner, officer, director, employee, directorconsultant, investor, lender, consultant, independent contractor lender or otherwise, except as the holder of not more than 51% of the combined voting power of the outstanding stock of a publicly publicly-held company) that (A) is competitive with the Company’s 's business, including but not limited to any business and (B) or enterprise that develops, designs, producesmanufactures, markets, or sells or renders any product or service competitive that competes with any product or service developed, producedmanufactured, marketedmarketed or sold, sold or rendered planned to be developed, manufactured, marketed or sold, by the Company or any of its subsidiaries while the Executive Employee was employed by the Company;; or (iib) Either alone or in association with others, recruit others (i) solicit any employee of the Company to leave the employ of the Company or solicit, (ii) solicit for employment (or solicit to engage as an independent contractor) or hire as an employee (or engage as a consultant) any person who was employed by an employee of the Company at any the time during the period of the Executive’s termination or cessation of the Employee's employment with the Company, except for an individual whose employment with the Company has been terminated for a period of six months or longer; and (iii) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited or served by the Executive while he was employed by the Company. (bc) If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (cd) The Executive acknowledges that the restrictions contained in this Agreement Section 6 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive Employee to be reasonable for such purpose. The Executive Employee agrees that any breach of this Agreement Section 6 will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief without posting a bond. (d) The geographic scope relief. Notwithstanding the foregoing, beginning 12 months after the termination or expiration of the Employee's employment with the Company, the Employee may, in his sole discretion, notify the Company to cease payments pursuant to Section 5.2. Upon delivery of such notice, the Employee shall no longer be bound by this Section shall extend to anywhere the Company or any of its subsidiaries is doing business during the Term or has plans, during the Term, to do business6. (e) The Executive agrees to provide a copy of this Agreement to all person and Entities with whom the Executive seeks to be hired or do business before accepting employment or engagement with any of them. (f) If the Executive violates the provisions of this Section, the Executive shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction has expired without any violation.