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

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of this As an express incentive for the Company to enter into the Restricted Stock Agreement, and in order to protect the Executive Company’s and its Affiliates’ confidential information, goodwill and legitimate business interests, Employee expressly acknowledges and agrees that, for until the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period")Compliance Expiration Date, the Executive Employee will not, directly or indirectly (whether as a sole proprietorindirectly, partner on Employee’s own behalf or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent):on behalf of others: (ia) conduct within the Restricted Area, engage or engage in or be interested in or associated with any Person which conducts or engages carry on in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ than on behalf of the Company or during its Affiliates); for purposes of this Section 3(a), employee acknowledges that the Nonfollowing constitute non-Competition Period; or (iv) influence exclusive examples of engaging or attempt to influence carrying on in the Business, in violation of this agreement: rendering advice or services to, or otherwise assisting, any Person other person, association or entity that is engaged in, or planning to engage in, the Business in such a contracting party with manner that Employee performs duties or services that are the same or similar to those duties or services that Employee performed on behalf of the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company.and its Affiliates; (b) The Executive shall neitherwithin the Restricted Area, either on solicit or attempt to solicit the Executive's own account business of any customer or in conjunction client of the Company or its Affiliates with whom or which Employee has had any material business dealings during Employee’s employment by the Company and its Affiliates for the furtherance of, or on behalf of any other Personof, solicit a competitive business or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business.competitive activity; and (c) The restrictive encourage or induce any current or former employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates or offer employment, retain, hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with the Company or any of its Affiliates; provided, however, that nothing in this subsection (c) shall prohibit Employee from offering employment to any prior employee of the Company or any of its Affiliates who was not employed by the Company or any of its Affiliates at any time in the twelve (12) months prior to the termination of Employee’s employment by the Company. Notwithstanding the foregoing, the provisions hereof of Sections 3(a) and 3(b) above will not apply in that portion of the Restricted Area, if any, located within the State of Oklahoma. Instead, Employee agrees that, within that portion of the Restricted Area that is located within the State of Oklahoma, in addition to the restrictions set forth in Section 3(c) above, Employee shall not prohibit directly or indirectly solicit the Executive sale of goods, services or a combination of goods and services from (ithe established customers of the Company and its Affiliates. In addition, the provisions of Sections 3(a) having an equity interest in and 3(b) above shall not apply following Employee’s termination of employment with the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that Company if such interest termination does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as constitute a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other PersonQualified Retirement. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In The Executive acknowledges and agrees that the nature of the Confidential Information which the Company commits to provide him during his employment by the Company would make it difficult, if not impossible, for him to perform in a similar capacity for a Competing Business (as defined below) without disclosing or utilizing the Confidential Information. Further, the Executive acknowledges that the Company shall, during the time that the Executive is employed by Company, (a) disclose or entrust to the Executive, and provide the Executive access to, or place the Executive in a position to create or develop, trade secrets or Confidential Information belonging to the Company, (b) place the Executive in a position to develop business goodwill belonging to the Company, and (c) disclose or entrust to the Executive business opportunities to be developed for the Company. Accordingly, in consideration of the foregoing, the Executive agrees that he will not (other than for the benefit of the Company pursuant to this Agreement) directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity (whether as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in any capacity whatsoever) (1) during the term of Non-Competition (as defined below), carry on or engage in the business of developing and/or implementing drilling and completion techniques to oil-prone resources in previously discovered yet underdeveloped hydrocarbon trends or in any other business activity that the Company is conducting, or is intending to conduct, on the Date of Termination, in each case in the parishes within the State of Louisiana listed in Exhibit A to this Agreement, the Executive agrees thatState of Texas, for and any other geographical area in which the period ending one year after the termination Company conducts business and, as of the Date of Termination, was planning to conduct business and to which the Executive's employment with ’s duties as an employee of the Company related (a “Competing Business”), or (2) during the Term of Non-Solicitation (as defined below), (i) hire, attempt to hire, or contact or solicit with respect to hiring any employee, officer, or consultant of the Company, or (ii) solicit, divert or take away any customers, customer leads, or suppliers (as of the Date of Termination) of the Company. The “Term of Non-Competition” and the “Term of Non-Solicitation” shall be defined as that term beginning on the Effective Date and continuing until (x) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination, or (y) if the Executive’s employment is terminated by the Company for Cause or without Cause, or by the Executive for Good Reason or without Good Reason (the "Non-Competition Period")Reason, the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in date that is the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ one year anniversary of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the CompanyDate of Termination. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, For the Executive agrees that, for the period ending one year after the termination duration of the Executive's employment with Employment Period and, unless the Company by terminates the Company for Cause or by Executive’s employment without Cause, during the Executive without Good Reason Severance Period (the "“Non-Competition compete Period"”), the Executive will shall not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to except as specifically provided in Section 2(c), engage or invest in, own, manage, operate, finance, guarantee control or provide participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend any credit to, or render services or advice to, any business, firm, corporation, partnership, association, joint venture or other entity that engages or conducts any business the same as or substantially similar to the Business or any other material assistance business engaged in or proposed to be engaged in or conducted by the Company and/or any Person of its Affiliates during the Employment Period, or then included in the future strategic plan of the Company and/or any of its Affiliates, anywhere within the states or other jurisdictions in which the Company or any of its Affiliates at that time is operating; provided, however, that the Executive may own less than 5% in the aggregate of the outstanding shares of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) including those engaged in the Triarco Business; (iii) solicitmining business, contact or accept business of other than any client or counterparty whom such enterprise with which the Company served competes or conducted business with is currently engaged in a joint venture, if such securities are listed on any national or whose name became known regional securities exchange or have been registered under Section 12(b) or (g) of the Exchange Act. Notwithstanding the foregoing, if the Executive shall present to the Executive as a potential client or counterparty while in Board any opportunity within the employ scope of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with prohibited activities described above, and the Company at any time during shall not elect to pursue such opportunity within a reasonable time, then the Non-Competition Period Executive shall be permitted to terminate any written or oral agreement with pursue such opportunity, subject to the Companyrequirements of Section 2(b). (b) The During the Employment Period and for a period of twelve (12) months following termination of the Executive’s employment with the Company, the Executive shall neithernot: (i) persuade, either on solicit or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant to, the Executive's own account Company, or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement; or (ii) attempt in conjunction any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the Company or any of its Affiliates had significant contact during the term of the Agreement, business of the kind or competitive with the business done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or any of its Affiliates, provide any services (of the kind or competitive with the Business of the Company or any of its Affiliates) for such customer, or have any discussions regarding any such service with such customer, on behalf of any such other Person, solicit or entice away from person. The Executive recognizes and agrees that because a violation by the Executive of his obligations under this Section 7 will cause irreparable harm to the Company any officerthat would be difficult to quantify and for which money damages would be inadequate, employee or customer of the Company during shall have the term hereof right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-Competition compete Period nor engage, hire, employ, or induce will be extended by the employment duration of any such Person whether or not such officer, employee or customer would commit a breach of contract violation by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) his obligations under this Section 7. The Executive expressly agrees that the covenants contained in this Section 10 character, duration and scope of the covenant not to compete are reasonable covenants under in light of the circumstancescircumstances as they exist at the date upon which this Agreement has been executed. However, and further agrees that if in the opinion of should a determination nonetheless be made by a court of competent jurisdictionjurisdiction at a later date that the character, duration or geographical scope of the covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of the Executive, on the one hand, and the Company, on the other, that the covenant not to compete shall be construed by the court in such restraint is not a manner as to impose only those restrictions on the conduct of the Executive which are reasonable in any respect, such court shall have light of the right, power circumstances as they then exist and authority necessary to excise or modify such provision or provisions assure the Company of these covenants which as the intended benefit of the covenant not to such court shall appear not reasonable and to enforce the remainder thereof as so amendedcompete.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, Employee acknowledges and recognizes the Executive agrees that, for the period ending one year after the termination highly competitive nature of the Executive's employment with business of Alion and Alion’s subsidiaries and accordingly agree as follows: A. During the Company by Term and the Company for Cause or by the Executive without Good Reason Restricted Period (the "Non-Competition Period"as defined in Section 12.G), the Executive Employee will notnot knowingly (after due inquiry), whether on Employee’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly (whether as a sole proprietorsolicit or assist in soliciting in competition with Alion, partner the business of any customer or venturerprospective customer of Alion of which Employee is aware at the time of such termination. B. During the Restricted Period, stockholder, director, officer, employee, consultant Employee will not directly or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): indirectly: (i) conduct or engage in any services either individually or be interested in or associated on behalf of any person that compete with any Person material business of Alion or Alion’s subsidiaries as conducted at the time Employee ceases to be employed by Alion (including, without limitation, businesses which conducts Alion or engages Alion’s subsidiaries had at such time specific plans to conduct in the Triarco Business within future and as to which plans Employee is aware at the time Employee ceases to be employed by Alion) in the United States; States (a “Competitive Business”); (ii) take acquire a financial interest in, or otherwise become actively involved with, any actionCompetitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, except to financethe extent that such financial interest is a component of compensation or benefits payable pursuant to subsequent employment not otherwise prohibited by this Agreement; or (iii) interfere with, guarantee or provide attempt to interfere with, business relationships formed at or prior to the time Employee ceases to be employed by Alion between Alion or any other material assistance of Alion’s subsidiaries and customers, clients, suppliers of Alion or Alion’s subsidiaries, as to which Employee is aware at the time he ceases to be employed by Alion. C. Notwithstanding anything to the contrary in this Agreement, Employee may, directly or indirectly own, solely as an investment, securities of any Person person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client Alion or counterparty whom the Company served Alion’s subsidiaries which are publicly traded on a national or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with regional stock exchange or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, or for which such person is required to file annual and quarterly reports with the extent that U.S. Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, if Employee (i) is not a controlling person of, or a member of a group which controls, such interest does not exceed 5% of the outstanding equity interests of such entity, person and (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed does not, directly or tradedindirectly, so long as such interest does not exceed own 5% or more of any class of securities of such person. D. During the Restricted Period, Employee will not, whether on Employee’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly: (i) solicit or encourage any employee of Alion or any of Alion’s affiliates to leave the employment of Alion or such affiliate, provided that such employee was employed (or had an offer of employment) with Alion at the time Employee ceases to be employed by Alion; (ii) without Alion’s written permission, hire any such employee who was employed by Alion or Alion’s affiliates as of the outstanding equity interests effective date of such entity Employee’s termination of employment with Alion or who left employment with Alion or Alion’s affiliates coincident with, or within three (3) months prior to or after, the termination of Employee’s employment with Alion; or (iii) encourage to cease to work with the prior written consent of the Company, serving as a director Alion or other advisor to Alion’s affiliates any other Personconsultant then under contract with Alion or Alion’s affiliates. (d) The Executive agrees E. It is expressly understood and agreed that although Employee and Alion consider the covenants restrictions contained in this Section 10 are reasonable covenants under the circumstances12.E to be reasonable, and further agrees that if in the opinion of a final judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this letter agreement is an unenforceable restriction against you, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which this Agreement will not be rendered void but will be deemed amended to apply as to such court shall appear not reasonable maximum time and territory and to enforce such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this letter agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the remainder thereof as so amendedenforceability of any of the other restrictions contained herein. F. Throughout the Restricted Period, the Company shall continue to furnish to Employee the pre-selected health, dental, vision, disability and life insurance coverage through the Company’s insured welfare benefit plans and policies, and shall pay the employer’s contribution for such coverages.

Non-Competition; Non-Solicitation. (a) In consideration You acknowledge and agree that your use of Confidential Information and our lists of, and information concerning, customers and prospective customers in the conduct of business on behalf of a competitor of the Company would constitute unfair competition with the Company and would adversely affect the business goodwill of the Company. Accordingly, as a material inducement to the Company to enter into this Agreement; to protect the Company's Confidential Information, including lists of, and information concerning, customers and prospective customers of the Company, that may be disclosed or entrusted to you (the disclosure of which by you in violation of this AgreementAgreement would adversely affect the business goodwill of the Company), the Executive agrees thatbusiness goodwill of the Company that may be developed in you and the business opportunities that may be disclosed or entrusted to you by the Company; in consideration for the compensation and other benefits payable hereunder to you, for the period ending one year after the termination benefits to you of having access to Confidential Information, including lists of, and information concerning, customers and prospective customers of the Executive's employment with Company, during the Company by the Company for Cause or by the Executive without Good Reason Employment Period (the "disclosure of which by you in violation of this Agreement would adversely affect the business goodwill of the Company); and for other good and valuable consideration, you hereby covenant and agree that, during the Term of Non-Competition Period")Competition, the Executive you will not, not directly or indirectly (whether indirectly, individually or as a sole proprietor, partner or venturer, stockholderan officer, director, officermanager, employee, consultant shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent):whatsoever: (i) conduct own, engage in, manage, operate, join, control, be employed by, provide Competing Services to, or engage in or be interested in or associated with any Person which conducts or engages participate in the Triarco ownership, management, operation or control of or provision of Competing Services to, a Competing Business within operating in the United StatesGeographic Area; (ii) take recruit, hire, assist in hiring, attempt to hire, or contact or solicit with respect to hiring any actionperson who, directly at any time during the twelve (12) month period ending on the date of termination, was an employee of the Company; provided, that you may hire any person that served as an administrative or indirectlyclerical employee at the time their employment with the Company terminates so long as you do not recruit, to finance, guarantee contact or provide any other material assistance to any Person engaged in the Triarco Businesssolicit such employee; (iii) solicit, contact induce or accept business of attempt to induce any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ employee of the Company to terminate, or during in any way interfere with, the Non-Competition Periodrelationship between the Company and any employee thereof; or (iv) influence induce or attempt to influence induce any Person customer, client, supplier, service provider, or other business relation of the Company in the Geographic Area to cease doing business with the Company, or in any way interfere with the relationship between the Company and any such person. Notwithstanding the foregoing, the Company agrees that you may own less than one percent of the outstanding voting securities of any publicly traded company that is a contracting party with the Company at Competing Business so long as you do not otherwise participate in such competing business in any time during the Non-Competition Period to terminate any written or oral agreement with the Companyway prohibited by this Section. (b) The Executive shall neitherYou acknowledge that the geographic boundaries, either on scope of prohibited activities, and time duration of the Executive's own account or preceding paragraphs in conjunction with or on behalf of any other Person, solicit or entice away from this Section are reasonable in nature and are no broader than are necessary to maintain the Company any officer, employee or customer goodwill of the Company during and the term hereof confidentiality of its Confidential Information and to protect the goodwill and other legitimate business interests of the Company, and also that the enforcement of such covenants would not cause you any undue hardship or unreasonably interfere with your ability to earn a livelihood. If you violate the Non-Competition Period nor engagecovenants and restrictions in this Section and the Company brings legal action for injunctive or other equitable relief, hireyou agree that the Company will not be deprived of the benefit of the full period of the restrictive covenant, employas a result of the time involved in obtaining such relief. Accordingly, you agree that the provisions in this Section will have a duration determined pursuant to Subsection (a) above, computed from the date the legal or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessequitable relief is granted. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained As used in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.Agreement:

Non-Competition; Non-Solicitation. (a) In consideration The Executive acknowledges (i) that in the course of this Agreement, the Executive agrees that, for the period ending one year after the termination of the Executive's his employment with the Company by he has and will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period")and its Affiliates, the Executive will notcustomers, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; and clients and (ii) take any actionthat his services will be of special, directly or indirectly, unique and extraordinary value to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neitheragrees that, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or Employment Term and for a period of one year following his termination of employment for any reason (the “Non-Competition Period nor engagePeriod”), hirehe shall not in any manner, employdirectly or indirectly, through any person, firm, corporation or enterprise, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or advisor or consultant to any person, firm, corporation or enterprise or otherwise, engage or be engaged, or induce assist any other person, firm, corporation or enterprise in engaging or being engaged (collectively, the employment “Restricted Activity”), in any Competitive Activity (as defined below). For the purposes of this Section 13, a “Competitive Activity” shall mean unless otherwise determined by the Board a business that (i) is being conducted by the Company or any Affiliate at the time in question and (ii) was being conducted, or was under active consideration to be conducted, by the Company or any Affiliate, at the date of the termination of the Executive’s employment. It is agreed and understood that the prohibitions provided for in this Section 13(b) shall not restrict the Executive from engaging in Restricted Activity for any subsidiary, division or Affiliate or unit of a company (collectively a “Related Entity”) if that Related Entity is not engaged in a Competitive Activity, irrespective of whether some other Related Entity of that company engages in what would otherwise be considered to be a Competitive Activity (as long as Executive does not engage in Restricted Activity for such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessother Related Entity). (c) The restrictive provisions hereof Executive further agrees that during the Non-Competition Period he shall not prohibit the Executive from (i) having an equity interest in any manner, directly or indirectly, hire or cause to be hired any employee of or advisor or consultant to the securities of any entity engaged in the Triarco Business Company or any business with respect to which the Executive obtained confidential of its Affiliates for any purpose or proprietary data in any capacity whatsoever, or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed connection with any business to which Section 13(b) applies, call on, service, solicit or traded, so long as such interest does not exceed 5% otherwise do business with any customer of the outstanding equity interests Company or any of such entity its Affiliates; provided, however, that the restriction contained in clause (ii) of this Section 13(c) shall not apply to, or (iii) with interfere with, the prior written consent proper performance by the Executive of the Company, serving as a director or other advisor to any other Personhis duties and responsibilities under Section 3 of this Agreement. (d) The Executive agrees that the covenants contained Nothing in this Section 10 are reasonable covenants under 13 shall prohibit the circumstancesExecutive from being a passive owner of not more than two percent (2%) of the outstanding common stock, capital stock and further agrees that if equity of any firm, corporation or enterprise so long as the Executive has no active participation in the opinion management of business of such firm, corporation or enterprise. (e) If the restrictions stated herein are found by a court of competent jurisdictionto be unreasonable, the parties hereto agree that the maximum period, scope or geographical area reasonable under such restraint is not reasonable in any respectcircumstances shall be substituted for the stated period, such scope or area and that the court shall have revise the rightrestrictions contained herein to cover the maximum period, power scope and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedarea permitted by law.

Non-Competition; Non-Solicitation. (a) In The Executive acknowledges and agrees that the nature of the Confidential Information which the Company commits to provide him during his employment by the Company would make it difficult, if not impossible, for him to perform in a similar capacity for a Competing Business (as defined below) without disclosing or utilizing the Confidential Information. Further, the Executive acknowledges that the Company shall, during the time that the Executive is employed by Company, (a) disclose or entrust to the Executive, and provide the Executive access to, or place the Executive in a position to create or develop, trade secrets or Confidential Information belonging to the Company, (b) place the Executive in a position to develop business goodwill belonging to the Company, (c) disclose or entrust to the Executive business opportunities to be developed for the Company, and (d) make a grant of restricted shares of the Company to the Executive under the LTIP, effective upon the initial public offering of the Company. Accordingly, in consideration of this Agreementthe foregoing, the Executive agrees that, that he will not (other than for the period ending one year after the termination benefit of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (ipursuant to this Agreement) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with individually or on behalf of any other Personperson, solicit firm, corporation or entice away from other entity (whether as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in any capacity whatsoever) (1) during the term of Non-Competition (as defined below), carry on or engage in the business of developing and/or implementing drilling and completion techniques to oil-prone resources in previously discovered yet underdeveloped hydrocarbon trends or in any other business activity that the Company is conducting, or is intending to conduct, on the Date of Termination, in each case in the parishes within the State of Louisiana listed in Exhibit A to this Agreement, the State of Texas, and any officerother geographical area in which the Company conducts business and, as of the Date of Termination, was planning to conduct business and to which the Executive’s duties as an employee or customer of the Company related (a “Competing Business”), or (2) during the term hereof or the Term of Non-Competition Period nor engageSolicitation (as defined below), hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business hire, attempt to hire, or any business contact or solicit with respect to which the Executive obtained confidential hiring any employee, officer, or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent consultant of the Company, serving or (ii) solicit, divert or take away any customers, customer leads, or suppliers (as a director or other advisor to any other Person. (dof the Date of Termination) The Executive agrees that of the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.Company. The

Non-Competition; Non-Solicitation. (ai) In consideration of this AgreementDuring the Restricted Period, the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will shall not, directly or indirectly indirectly: (whether A) solicit, service, or assist any other individual, person, firm, or other entity in soliciting or servicing, any Customer for the purpose of providing and/or selling any products that are provided and/or sold by any member of the Company Group, or performing any services that are performed by any member of the Company Group, or performing any services or providing and/or selling any products that any member of the Company Group proposed to initiate performing, selling or providing during the twelve (12)-month period immediately preceding the Termination Date, based on active discussions with the Board that occurred during such twelve (12)-month period, as evidenced by existing memoranda, Board minutes or other written correspondence, and only to the extent the Company Group was capable of pursuing such proposals as a business and financial matter; (B) interfere with or damage any relationship and/or agreement between any member of the Company Group and any Customer; or (C) associate (including, but not limited to, association as a sole proprietor, partner or owner, employer, partner, principal, investor, joint venturer, stockholdershareholder, director, officerassociate, employee, consultant member, consultant, contractor, director or otherwise) with any Competitive Enterprise; provided, however, that the Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities, so long as the Executive’s direct holdings in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages such entity shall not in the Triarco Business within aggregate constitute more than 5% of the United States;voting power of such entity. The Executive acknowledges that this covenant has a unique, very substantial, and immeasurable value to the Company, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force, and that, as a result of the foregoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. (ii) take During the Restricted Period, the Executive shall not solicit, entice, persuade, or induce any actionindividual who is employed or engaged by any member of the Company Group (or who was so employed or engaged within six (6) months immediately preceding the Executive’s Termination Date) to terminate or refrain from continuing such employment or engagement or to become employed by or enter into contractual relations with any other individual or entity other than a member of the Company Group, and the Executive shall not hire, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with ’s behalf or on behalf of any other Personperson, solicit or entice away from the Company any officeras an employee, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employconsultant, or induce the employment of otherwise, any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessperson. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration For a period of this Agreement, time equal to the Executive agrees that, for later of the period ending one year fifth anniversary of the effective date of the Merger or the second anniversary after the termination of the Executive's ’s employment with the Company by the Company for Cause or by the Executive without Good Reason Companies (the "Non-Competition “Noncompete Period"”), the Executive will not, directly or indirectly (indirectly, engage, anywhere in the United States, whether such engagement be as a sole an individual, officer, director, proprietor, partner or venturerconsultant, employee, partner, member, stockholder, directorinvestor (other than solely as a holder of less than three percent (3%) of the outstanding capital stock of a corporation whose shares are publicly traded on a national securities exchange or through a national market system or registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, officeras amended), employeecreditor, consultant or in any other capacity as principal or consultant, advisor, sales representative, agent or through any Personother participant, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco a Restricted Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The During the Noncompete Period, Executive shall neithernot directly or indirectly (i) solicit, either on the Executive's own account or in conjunction with or on behalf of any other Persondivert, solicit or entice away from the Company any person who is an officer, agent, or employee of, or customer consultant or advisor to, any of the Company during Companies to accept employment or a consultancy with a third party or (ii) hire any current or future employees of the term hereof or Companies, unless such person has not been employed by any of the Non-Competition Period nor engageCompanies for not less than 12 months (other than, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business▇▇▇▇ ▇▇▇▇▇▇▇▇▇). (c) The restrictive provisions hereof During the Noncompete Period, Executive shall not prohibit solicit or accept on behalf of yourself or anyone else any of the Executive Companies’ customers and/or clients with a view to sell or provide any product or service competitive with any product or service sold or provided or under development by the Companies. For the purposes of this Agreement, the term “customer” and/or “client” shall include any person or entity to whom the Companies, through its offices in which you had direct or indirect oversight and managerial duties during your employment with the Companies, have sold, provided or been obligated to provide, any service or product, or who has otherwise received any service or benefit from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or informationCompanies, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, within 24 months prior to the extent that such interest does not exceed 5% termination of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) Executive’s employment with the prior written consent of the Company, serving as a director or other advisor to any other PersonCompanies. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (ai) In consideration The Executive agrees that (A) during the term of this Agreementhis employment with the Company and, (B) during the 18-month period following the termination of his employment with the Company for any reason (the “Non-Competition Period”) within the Restricted Territory, the Executive agrees thatshall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Company’s Business. Notwithstanding the foregoing, (x) the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if he does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and (y) if the Board terminates the Executive’s employment following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this subparagraph 7(b)(i), the “Non-Competition Period” shall be the 3-month period ending one year after the following such termination of the Executive's employment with ’s employment. (ii) During the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will shall not, directly or indirectly indirectly: (whether as A) offer to hire, divert, entice away, solicit or in any other manner persuade, or attempt to do any of the foregoing (each, a sole proprietor“Solicitation”), partner or venturer, stockholder, director, for any person who is an officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ board member of the Company or during any Company Managed Fund to accept employment or an engagement with a third party or engage in a Solicitation with respect to any person or entity who is, or was, at any time within six months prior to the Non-Competition PeriodSolicitation, an officer, employee, agent or consultant of the Company or any Company Managed Fund to work for a third party engaged in the Company’s Business or to engage in any of the activities hereby prohibited with respect to the Executive under this subparagraph 7(b)(ii); (B) solicit, divert, entice away or in any other manner persuade, or attempt to do any of the foregoing, on (1) any actual or prospective customer of or investor in the Company or any Company Managed Fund to become a customer of or investor in any third party engaged in the Company’s Business or (2) any customer or investor to cease doing business with the Company or any Company Managed Fund; or (ivC) influence make any statements or attempt perform any acts intended to influence advance the interest of any Person person engaged in or proposing to engage in the Company’s Business in any way that is a contracting party with intended to injure the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer interests of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other PersonCompany Managed Fund. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (ai) In consideration of this Agreement, the Executive agrees that, for During the period beginning on the Effective Date and ending one year after 12 months following the termination of date on which the Executive's ’s employment with the Company is terminated for any reason (the “Non-Compete Period”), the Executive covenants and agrees not to, and shall cause his affiliates not to, directly or indirectly anywhere in the world, conduct, manage, operate, engage in or have an ownership interest in any business or enterprise that (A) manufactures, sells, distributes or develops abuse deterrent orally delivered pharmaceuticals, (B) uses any trademarks, tradenames or slogans similar to those of the Company or its affiliates; or (C) is engaged in any other activities that are otherwise competitive with the business of the Company or its affiliates as conducted or proposed to be conducted as of the termination date (collectively, the “Business”). Notwithstanding anything herein to the contrary, if the Executive’s employment with the Company is terminated by the Company for without Cause or by the Executive without for Good Reason (Reason, in each case, within 24 months following a Change in Control, the "Non-Competition Period")Compete Period shall be a period of 24 months. Notwithstanding the foregoing, nothing herein shall preclude the Executive will not, directly or indirectly (whether from performing any duties as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal agent of Company or agent its affiliates or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionowning, directly or indirectly, in the aggregate less than 5% of any business competitive with the Company or its affiliates that is subject to financethe reporting obligations of the 1934 Act. (ii) During the Non-Compete Period, guarantee the Executive shall not, and shall cause his affiliates to not, directly or provide indirectly, call-on, solicit or induce any customer or other business relationship of the Company or its affiliates for the provision of products or services related to the business of the Company or in any other material assistance to any Person engaged in manner that would otherwise interfere with the Triarco Business;business relationship between the Company and its affiliates and their respective customers and other business relationships. (iii) solicitDuring the Non-Compete Period, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client shall not, and shall cause his affiliates to not, directly or counterparty while in the employ indirectly, call-on, solicit or induce, any employee of the Company or during its affiliates to leave the Non-Competition Period; or (iv) influence employ of, or attempt to influence any Person that is a contracting party with terminate its relationship with, the Company or its affiliates for any reason whatsoever, nor shall the Executive offer or provide employment (whether such employment is for the Executive or any other business or enterprise), either on a full-time, part-time or consulting basis, to any person who then currently is, or within six (6) months immediately prior thereto was, an employee or independent contractor of the Company; provided, however, the foregoing shall not prohibit a general solicitation to the public through general advertising or similar methods of solicitation not specifically directed at any time during the Non-Competition Period to terminate any written or oral agreement with employees of the Company. (biv) The Executive acknowledges and agrees that the provisions of this Section 8 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates. The Executive shall neithernot contest that the Company’s and the Company’s affiliates’ remedies at law for any breach or threat of breach by the Executive or any of his or her affiliates of the provisions of this Section 8 will be inadequate, either on and that the Executive's own account Company and its affiliates shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 8 and to enforce specifically such terms and provisions, in conjunction with addition to any other remedy to which the Company or on behalf its affiliates may be entitled at law or equity. The restrictive covenants contained in this Section 8 are covenants independent of any other Person, solicit provision of this Agreement or entice away from any other agreement between the parties hereunder and the existence of any claim which the Executive may allege against the Company under any officer, employee other provision of this Agreement or customer any other agreement will not prevent the enforcement of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessthese covenants. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (dv) The Executive agrees expressly acknowledges that the covenants contained in this Section 10 8(b) are reasonable covenants under a material part of the circumstancesconsideration bargained for by the Company and, without the agreement of the Executive to be bound by such covenants, the Company would not have agreed to enter into this Agreement. (vi) If any of the provisions contained in this Section 8(b) shall for any reason be held to be excessively broad as to duration, scope, activity or subject, then such provision shall be construed by limiting and further agrees that if in reducing it, so as to be valid and enforceable to the opinion of maximum extent compatible with the applicable law or the determination by a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, During the Term the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will shall not, directly or indirectly indirectly: (a) whether as a sole proprietoran officer, partner or venturerdirector, employee, stockholder, directorpartner, officerproprietor, employeeassociate, consultant representative, consultant, contractor, or in any other capacity as principal whatsoever engage in, become financially interested in, be employed by or agent or through have any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated business connection with any Person which conducts other person, corporation, firm, partnership or engages other entity whatsoever that competes with the Company or its Affiliates, anywhere in the Triarco Business within the United States;, Europe, South America and Asia, in any line of business engaged in (or planned to be engaged in) by the Company or its Affiliates, however, that such restriction shall not apply to Executive’s ownership of any passive investment representing an interest of less than five percent (5%) of an outstanding class of publicly traded securities; or (iib) take recruit, encourage or solicit any action, directly person who is an Executive or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ contractor of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party entity affiliated with the Company (each, an “Affiliated Entity”) to leave the Company’s or Affiliated Entity’s employ or service for any reason, or interfere in any material manner with employment or service relationships at the time existing between the Company or Affiliated Entity and the subject Executive or contractor (except as may be required in any bona fide termination decision during the Term regarding any Company or Affiliated Entity Executive) in order to induce such Executive or contractor of the Company or any Affiliated Entity to accept other employment or a consulting agreement with any other person or entity. Executive acknowledges that the services that he shall provide to the Company under this Agreement are unique and that irreparable harm shall be suffered by the Company in the event of the breach by Executive of any of his obligations under this Section 4, and that the Company shall be entitled, in addition to its other rights and remedies, whether legal or equitable, to enforce such obligations by an injunction or decree of specific performance. If any restriction set forth in this non-competition section is found by a court to be unreasonable, then Executive agrees, and hereby submits, to the reduction and limitation of such prohibition to such area or period as shall be deemed reasonable by such court. In addition, if Executive breaches this Section 4 at any time during after the Non-Competition Period to terminate any written or oral agreement with Term, the Company. ’s obligation to continue to make payments to Executive pursuant to Sections 8(a) or (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businesscease immediately. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of this AgreementThe Participant will not, the Executive agrees that, for during the period ending one year after of employment by or with the Company or any of its subsidiaries, and for a period of twelve (12) months immediately following the termination of the Executive's his or her employment with the Company by the Company and its subsidiaries, for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionreason whatsoever, directly or indirectly, to finance, guarantee on his or provide her own behalf or on behalf of or in conjunction with any other material assistance to person, company, partnership, corporation or business of whatever nature: (a) engage, as an officer, director, shareholder, owner, partner, joint venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, or make guarantee loans or invest, in or for any Person business engaged in the Triarco Businessbusiness of mechanical contracting services, including heating, ventilation and air conditioning, plumbing, fire protection, piping and electrical and related services (“Services”) in competition with the Company or any of its affiliates within seventy-five (75) miles of where the Company or any affiliated operation or subsidiary conducts business if within the preceding two (2) years the undersigned has had responsibility for, or material input or participation in, the management or operation of such other operation or subsidiary; (iiib) solicitcall upon any person who is, contact or accept business at that time, an employee of any client or counterparty whom the Company served or conducted business any of its affiliates in a technical, managerial or sales capacity for the purpose or with the intent of enticing such employee away from or whose name became known to the Executive as a potential client or counterparty while in out of the employ of the Company or during any affiliate; (c) call upon any person or entity which is at that time, or which has been within two (2) years prior to that time, a customer of the Non-Competition PeriodCompany or any affiliate for the purpose of soliciting or selling Services; or (ivd) influence or attempt to influence call upon any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neitherprospective acquisition candidate, either on the Executive's undersigned’s own account or in conjunction with behalf or on behalf of any other Personcompetitor, solicit or entice away from which acquisition candidate either was called upon by the Company any officer, employee or customer undersigned on behalf of the Company during or any affiliate or was the term hereof subject of an acquisition analysis made by the undersigned on behalf of the Company or any affiliate for the Non-Competition Period nor engage, hire, employ, or induce the employment purpose of any acquiring such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessacquisition candidate. (ce) The restrictive provisions hereof Notwithstanding the above, the foregoing agreements and covenants set forth in this Section 10 shall not be deemed to prohibit the Executive undersigned from acquiring as an investment not more than one percent (i1%) having an equity interest in of the securities capital stock of any entity engaged in the Triarco Business or any a competing business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed whose stock is traded on a nationally-recognized national securities exchange or quotation system or traded in the on an over-the-counter or similar market, to . It is specifically agreed that the extent that such interest does not exceed 5% period during which the agreements and covenants of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained undersigned made in this Section 10 shall be effective shall be computed by excluding from such computation any time during which the undersigned is in violation of any provision of this Section 10. (f) If the Company determines that the undersigned is not in compliance with the agreements and covenants set forth in this Section 10 above, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may, without limiting other remedies that may be available to the Company, cause all or any portion of the Award to be forfeited, whether or not previously vested, and may require the undersigned to remit or deliver to the Company the amount of any consideration received by the undersigned upon the sale of any Shares delivered under the Award. The undersigned acknowledges and agrees that the calculation of damages from a breach of the foregoing agreements and covenants would be difficult to calculate accurately and that the remedies provided for herein are reasonable covenants under the circumstances, and not a penalty. The undersigned further agrees that not to challenge the reasonableness of this provision even if in the opinion Company rescinds or withholds the delivery of a court of competent jurisdiction, such restraint is not reasonable in Shares hereunder or withholds any respect, such court shall have amount otherwise payable to the right, power and authority undersigned as an offset to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce effectuate the remainder thereof as so amendedforegoing.

Non-Competition; Non-Solicitation. (a) In consideration Employee hereby agrees and covenants that commencing as of this Agreement, the Executive agrees that, date hereof and for the a period ending of one (1) year after following the termination of the Executive's his employment with the Company by the Company for Cause or by the Executive without Good Reason Employer (the "Non-Competition Limited Period"), the Executive ) he will not, not directly or indirectly engage in or become interested (whether as a sole proprietoran owner, partner or principal, agent, stockholder, member, partner, trustee, venturer, stockholderlender or other investor, director, officer, employee, consultant or in through the agency of any other capacity as principal corporation, limited liability company, partnership, association or agent or through otherwise) in any Personbusiness or enterprise that shall, subsidiary at the time, be in whole or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated substantial part competitive with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ part of the Company or business conducted by Employer during the Non-Competition Period; or period of Employee's employment with Employer (iv) influence or attempt to influence any Person except that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf ownership of any other Person, solicit or entice away from the Company any officer, employee or customer not more than 1% of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the outstanding securities of any class of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities that are listed on a nationally-recognized national securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does market shall not exceed 5% be considered a breach of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personthis Section 8(a)). (db) The Executive Employee agrees and covenants that for the covenants contained in this Section 10 are reasonable covenants under Limited Period he will not (without first obtaining the circumstances, and further agrees that if written permission of Employer) directly or indirectly participate in the opinion solicitation of any business of any type conducted by Employer during the period of Employee's employment with Employer from any person or entity which was a court client or customer of competent jurisdictionEmployer during the period of Employee's employment with Employer, or was a prospective customer of Employer from which Employee (or employees under Employee's supervision) solicited business or for which a proposal for submission was prepared during the period of Employee's employment with Employer. (c) Employee agrees and covenants that for the Limited Period he will not (without first obtaining the written permission of Employer) directly or indirectly, recruit for employment, or induce or seek to cause such restraint person to terminate his or his employment with Employer, any person who then is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions an employee of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedEmployer.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, You hereby agree that while you are employed by the Executive agrees that, for Company and during the 12-month period ending one year after the following any termination of your employment, regardless of how or why such employment ends, you shall not, directly or indirectly, (i) employ, solicit or retain, induce or encourage any other person or entity to employ or retain, any person who is, or who at any time in the Executive's 12-month period prior to such time had been, employed or retained by the Company or any of its subsidiaries or Affiliates, or solicit, induce or encourage any such person to leave employment with the Company or its Affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company or its Affiliates or encourage any such person or entity to cease being a customer or client of the Company or its Affiliates. You hereby agree that while you are employed by the Company for Cause and during (x) the 12-month period following any termination of your employment, if you are, or by the Executive without Good Reason (the "Non-Competition Period")report directly to, the Company’s Chief Executive will Officer on the Grant Date, or (y) the six-month period following any termination of your employment, for all other Award recipients, in each case, regardless of how or why such employment ends, you shall not, directly or indirectly (indirectly, provide services, whether as a sole proprietorprincipal, partner or venturer, stockholderagent, director, officer, employee, consultant consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other capacity person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as principal or agent or through defined below) in any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages geographic area in the Triarco world in which the Company or any of its Affiliates is engaged in business. For purposes of this Appendix B, the term “Competing Business” shall mean any Business within engaged in the United States; Business Area. For purposes of this Appendix B, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied while you are employed by the Company or any of its subsidiaries or Affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (iiincluding the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix B, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or Affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, while you are employed by the Company and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or Affiliates on the one hand and such Business or any of its subsidiaries or Affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the termination of your employment. Notwithstanding the foregoing, the restrictions of this Appendix B(a) take any actionshall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ towards employees of the Company or during any of its subsidiaries. Nothing in this Appendix B shall be construed as denying you the Non-Competition Period; or (iv) influence or attempt right to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are corporation listed on a nationally-recognized national securities exchange or quotation system or traded in the over-the-counter market, an amount up to the extent that such interest does not exceed 5% of the outstanding equity interests number of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personsecurities. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration For a period of this Agreementthree (3) years commencing on the Closing Date (the “Restricted Period”), each of the Seller Guarantors, the Executive agrees thatSellers and NewCo shall not, for the period ending one year after the termination and shall not permit any of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will nottheir respective Affiliates to, directly or indirectly (whether i) engage in or assist others in engaging in the Company Business anywhere in the world; (ii) have an interest in any Person that engages directly or indirectly in the Company Business in any capacity, including having such interest as a sole proprietorpartner, partner or venturershareholder, stockholder, director, officermember, employee, consultant principal, agent, trustee or consultant; or (iii) intentionally interfere in any other capacity as principal material respect with the business relationships (whether formed prior to or agent after the Agreement Date) of the Company or through any Personcustomers or suppliers of the Company. Notwithstanding the foregoing, subsidiary or employee acting as nominee or agent): (i) conduct each Seller Guarantor may own, directly or engage in or be interested in or associated with indirectly, solely as a passive investment, Equity Interests of any Person traded on any national securities exchange if such Seller Guarantor is not a controlling Person of, or a member of a group which conducts controls, such Person and does not, directly or engages indirectly, own five percent (5%) or more of any class of Equity Interests of such Person and (ii) each Seller Guarantor may continue to own, directly or indirectly, the Equity Interests set forth next to such Seller Guarantor’s name on Schedule 6.13(a) that such Person owned as of the Agreement Date; provided, in each case, that no Confidential Information is utilized in doing so. (b) During the Triarco Business Restricted Period, each of the Seller Guarantors, the Sellers and NewCo shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, hire or solicit any Company Employee, independent contractor, or consultant of the Company (in each case who holds such role within twelve (12) months of the United States;Closing Date) or encourage any such Person to leave such capacity or hire any such Person who has voluntarily (without inducement or encouragement by the Seller Guarantors or the Sellers) left such capacity within six (6) months of such Person doing so; provided, however, that the Seller Guarantors may solicit and hire any (i) Person who responds to any general solicitation which is not directed specifically to any such Person (or such Persons in general), (ii) any Company Employee, independent contractor, or consultant of the Company terminated by Acquiror or the Company following the Closing Date or (iii) any Company Employee, independent contractor, or consultant of the Company who has terminated his or her employment or services to the Company more than six (6) months prior to such hiring or solicitation. (c) During the Restricted Period, each of the Seller Guarantors, the Sellers and NewCo shall not, and shall not permit any of their respective Affiliates to, directly or indirectly, (i) solicit, entice, divert, or take away, or attempt to solicit, entice, divert or take away, any current or potential clients, customers, vendors or suppliers for purposes of diverting their business or services from the Company, or (ii) take any actionaction that is designed or intended to have the effect of discouraging any existing or potential clients, suppliers, vendors or customers of the Company from maintaining the same business relationship with the Company after the Closing Date as it maintained with the Company prior to the Closing Date. (d) During the Restricted Period, each of the Seller Guarantors, the Sellers and NewCo shall refrain from, and shall cause their respective Affiliates and Representatives to refrain from, in any manner, directly or indirectly, making any disparaging statement (whether written or oral), that disparages or damages or would be reasonably expected to financedisparage or damage the reputation, guarantee goodwill, or provide any other material assistance to any Person engaged standing in the Triarco Business; (iii) solicitcommunity of Acquiror, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company, or any of their respective Affiliates and Representatives. Notwithstanding the foregoing, nothing herein prohibits a Seller Guarantor from making truthful statements in connection with any suit or claim before a Governmental Authority or other arbiter. (be) The Executive shall neitherEach Seller Guarantor, either on each Seller and NewCo acknowledges that a breach or threatened breach of this Section 6.13 would give rise to irreparable harm to Acquiror, for which monetary damages would not be an adequate remedy, and hereby agrees that in the Executive's own account event of a breach or in conjunction with a threatened breach by such Seller Guarantor, such Seller or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment NewCo of any such Person whether obligations, Acquiror shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). In the event of a violation or not breach by any Seller, any Affiliate of such officerSeller, employee including NewCo, or customer would commit any Related Party of such Seller of any agreement set forth in this Section 6.13, the term of the Restricted Period with respect to such Seller shall be extended by a breach period equal to the duration of contract by reason of leaving service such violation or transferring businessbreach. (cf) The restrictive provisions hereof shall not prohibit Seller Guarantors, the Executive from (i) having an equity interest in Sellers and NewCo hereby acknowledge that the securities geographic boundaries, scope of any entity engaged in prohibited activities and the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% duration of the outstanding equity provisions of this Section 6.13 are reasonable and are no broader than are necessary to protect the legitimate business interests of such entityAcquiror, (ii) investing as a passive investor in an entity engaging in including the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% ability of Acquiror to realize the outstanding equity interests benefit of such entity or (iii) with its bargain under this Agreement and to enjoy the prior written consent goodwill of the Company, serving as and that such restrictions constitute a director material inducement to Acquiror to enter into this Agreement and consummate the Stock Purchase. In the event that any covenant contained in this Section 6.13 should ever be adjudicated to exceed the time, geographic, product or service, or other advisor limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to any reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other Person. (d) limitations permitted by applicable Law. The Executive agrees that the covenants contained in this Section 10 6.13 and each provision hereof are reasonable severable and distinct covenants under and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the circumstancesremaining covenants or provisions hereof, and further agrees that if in the opinion of a court of competent jurisdiction, any such restraint is not reasonable invalidity or unenforceability in any respect, jurisdiction shall not invalidate or render unenforceable such court shall have the right, power and authority to excise covenant or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedin any other jurisdiction.

Non-Competition; Non-Solicitation. (a) In The Executive acknowledges and agrees that the nature of the Confidential Information which the Company commits to provide him during his employment by the Company would make it difficult, if not impossible, for him to perform in a similar capacity for a Competing Business (as defined below) without disclosing or utilizing the Confidential Information. Further, the Executive acknowledges that the Company shall, during the time that the Executive is employed by Company, (a) disclose or entrust to the Executive, and provide the Executive access to, or place the Executive in a position to create or develop, trade secrets or Confidential Information belonging to the Company, (b) place the Executive in a position to develop business goodwill belonging to the Company, and (c) disclose or entrust to the Executive business opportunities to be developed for the Company. Accordingly, in consideration of this Agreementthe foregoing, the Executive agrees that, that he will not (other than for the period ending one year after the termination benefit of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (ipursuant to this Agreement) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with individually or on behalf of any other Personperson, solicit firm, corporation or entice away from other entity (whether as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in any capacity whatsoever) (1) during the term of Non-Competition (as defined below), carry on or engage in the business of developing and/or implementing drilling and completion techniques to oil-prone resources in previously discovered yet underdeveloped hydrocarbon trends or in any other business activity that the Company is conducting, or is intending to conduct, on the Date of Termination, in each case in the parishes within the State of Louisiana listed in Exhibit A to this Agreement, the State of Texas, and any officerother geographical area in which the Company conducts business and, as of the Date of Termination, was planning to conduct business and to which the Executive’s duties as an employee or customer of the Company related (a “Competing Business”), or (2) during the term hereof or the Term of Non-Competition Period nor engageSolicitation (as defined below), hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business hire, attempt to hire, or any business contact or solicit with respect to which the Executive obtained confidential hiring any employee, officer, or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent consultant of the Company, serving or (ii) solicit, divert or take away any customers, customer leads, or suppliers (as a director or other advisor to any other Personof the Date of Termination) of the Company. The “Term of Non-Competition” and the “Term of Non-Solicitation” shall be defined as that term beginning on the Effective Date and continuing until the date that is the one-year anniversary of the termination of Executive’s employment. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, Executive acknowledges and recognizes the Executive agrees that, for the period ending one year after the termination highly competitive nature of the Executive's employment with businesses of the Company by and its affiliates and accordingly agrees as follows: (i) During the Company for Cause or by the Executive without Good Reason Restricted Period (the "Non-Competition Period"as defined below), the Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly indirectly: (whether as A) engage, in a sole proprietorcompetitive capacity, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated business that competes with any Person which conducts or engages the Company’s business in the Triarco Business within athletic specialty and/or sporting goods retail industry (a “Competitive Business”) in the United States; (iiB) take in a competitive capacity, enter the employ of, or render any actionservices to, or enter into any contractual agreement or relationship with any Person (or any division or controlled or controlling affiliate of any Person) that engages in a Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, to financeas an individual, guarantee partner, shareholder, officer, director, principal, agent, trustee or provide consultant or transfer any business to, or in any other material assistance way facilitate any other Person’s ability to engage in a Competitive Business; or (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and its customers, suppliers, partners, investors or vendors. (ii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the Triarco Business; (iii) solicit, contact a Competitive Business that are publicly traded on a national or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with regional stock exchange or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter marketmarket if Executive (i) is not a controlling Person of, to the extent or a member of a group that controls, such interest does not exceed 5% of the outstanding equity interests of such entity, Person and (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed does not, directly or tradedindirectly, so long as such interest does not exceed own 5% or more of the outstanding equity interests any class of securities of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (diii) The During the Restricted Period, Executive agrees that the covenants contained shall not, whether on Executive’s own behalf or on behalf of or in this Section 10 are reasonable covenants under the circumstancesconjunction with any Person, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise directly or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.indirectly:

Non-Competition; Non-Solicitation. (a) In view of the unique and valuable services it is expected that you will render to the Company, your knowledge of its trade secrets, and other proprietary information relating to the then business of the Company and in consideration of this Agreementthe compensation to be received hereunder, the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive you will not, during the period you are employed by the Company, engage in, or otherwise directly or indirectly (whether indirectly, be employed by, or act as a sole proprietorconsultant or lender to, partner or ventureror, stockholderwithout the prior written approval of the Board, be a director, officer, employeeowner, consultant or in partner of, any other capacity as principal business or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person organization that is engaged in the Triarco Business; (iii) solicit, contact or accept business same field of any client or counterparty whom research and development that the Company served is then engaged in by the Company. Nothing herein shall be deemed to preclude you from being an officer, director, owner, investor in, or conducted partner of, any business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that organization which is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement not competing with the Company, provided the same does not in any manner whatsoever impair your ability to perform your duties under this Agreement. (b) The Executive shall neitherDuring your employment and for a period of one year following the termination of your employment, either on you will not directly or indirectly reveal the Executive's own account or in conjunction with or on behalf of any other Personname of, solicit or interfere with, or endeavor to entice away from the Company any officerof its suppliers, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employcustomers, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessemployees. (c) The restrictive provisions hereof During your employment and for a period of one year following the termination of your employment, you shall not prohibit make any critical or disparaging statements about the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business Company or any business with respect to which the Executive obtained confidential of its employees, directors or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor products to any other Personperson or entity. (d) The Executive agrees Since a breach of the provisions of this Paragraph 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith, and you hereby consent to the issuance of such injunction. You agree that the covenants provisions of this Paragraph 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 10 are reasonable covenants under Paragraph 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the circumstancesextent, and further agrees that if in duration, or geographical scope thereof, or otherwise, then the opinion of a court of competent jurisdiction, making such restraint is not reasonable in any respect, such court determination shall have the rightright to reduce such extent, power duration, geographical scope, or other provisions hereof, and authority to excise or modify in its reduced form such provision or provisions restriction shall then be enforceable in the manner contemplated hereby. This Paragraph 7 shall survive the termination of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedthis Agreement.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, For the Executive agrees that, for the period ending one year after the termination duration of the Executive's employment with Employment Period and, unless the Company by terminates the Company for Executive’s employment without Cause or by Executive terminates his employment for Good Reason, during the Executive without Good Reason Severance Period (the "“Non-Competition compete Period"”), the Executive will shall not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, except as specifically provided in Section 2(c), own, manage, operate, finance or control a directly competitive entity that engages or conducts business in an identical manner to financethe Company; provided, guarantee however, that the Executive may own less than 10% in the aggregate of the outstanding shares of any class of securities of any enterprise other than any such enterprise with which the Company competes or provide any other material assistance to any Person is currently engaged in a joint venture, if such securities are listed on any national or regional securities exchange or have been registered under Section 12(b) or (g) of the Triarco Business; (iii) solicitExchange Act. Notwithstanding the foregoing, contact or accept business if the Executive shall present to the Board any opportunity within the scope of any client or counterparty whom the prohibited activities described above, and the Company served or conducted business with or whose name became known shall not elect to pursue such opportunity within a reasonable time, then the Executive shall be permitted to pursue such opportunity, subject to the Executive as a potential client or counterparty while in the employ requirements of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the CompanySection 2(c). (b) The During the Employment Period and for a period of six (6) months following termination of the Executive’s employment with the Company, the Executive shall neithernot: (i) persuade, either on solicit or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant to, the Company, or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement (the foregoing shall not apply to general solicitations made by the Executive's own account ); or (ii) attempt in any manner to solicit or in conjunction accept from any customer or client of the Company or any of its Affiliates, with whom the Company or any of its Affiliates had significant contact during the term of the Agreement, business of the kind or competitive with the business done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or any of its Affiliates, provide any services (of the kind or competitive with the Business of the Company or any of its Affiliates) for such customer, or have any discussions regarding any such service with such customer, on behalf of any such other Person, solicit or entice away from person. The Executive recognizes and agrees that because a violation by the Executive of his obligations under this Section 7 will cause irreparable harm to the Company any officerthat would be difficult to quantify and for which money damages would be inadequate, employee or customer of the Company during shall have the term hereof right to injunctive relief to prevent or the Non-Competition Period nor engage, hire, employ, or induce the employment of restrain any such Person whether or not such officerviolation, employee or customer would commit without the necessity of posting a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) bond. The Executive expressly agrees that the covenants contained in this Section 10 character, duration and scope of the covenant not to compete are reasonable covenants under in light of the circumstancescircumstances as they exist at the date upon which this Agreement has been executed. However, and further agrees that if in the opinion of should a determination nonetheless be made by a court of competent jurisdictionjurisdiction at a later date that the character, duration or geographical scope of the covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of the Executive, on the one hand, and the Company, on the other, that the covenant not to compete shall be construed by the court in such restraint is not a manner as to impose only those restrictions on the conduct of the Executive which are reasonable in any respect, such court shall have light of the right, power circumstances as they then exist and authority necessary to excise or modify such provision or provisions assure the Company of these covenants which as the intended benefit of the covenant not to such court shall appear not reasonable and to enforce the remainder thereof as so amendedcompete.

Non-Competition; Non-Solicitation. In his capacity as an employee, Executive has met with and will continue to meet with the Intrepid Parties’ current or prospective customers, suppliers, partners, licensees or other business relations (acollectively, “Business Relations”) on behalf of the Intrepid Parties, and, as a consequence of using or associating himself with the Intrepid Parties’ name, goodwill, and professional reputation, Executive has been placed in a position where he can develop personal and professional relationships with the Intrepid Parties’ current and prospective customers. In addition, during the course and as a result of Executive’s employment, Executive has been or may be provided certain specialized training or know-how. Executive acknowledges that this goodwill and reputation, as well as Executive’s knowledge of Confidential Information and specialized training and know-how, could be used unfairly in competition against the Intrepid Parties. Accordingly, in consideration of the employment of Executive by the Company pursuant to this Agreement, Executive agrees that: (i) during the time period commencing on the date hereof and terminating on the Non-Competition/Non-Solicitation End Date (as defined below), Executive shall not directly or indirectly, individually or collectively in conjunction with others, engage in activities that compete with the businesses that the Intrepid Parties are then engaged in (or, with respect to periods on and after the end of the Term, are engaged in at the time of the termination of Executive’s employment) in whatever geographic regions the Intrepid Parties then engage in such businesses; or (ii) during the time period commencing on the date hereof and terminating on the Non-Competition/Non-Solicitation End Date (as defined below), Executive shall not directly or indirectly through another entity or person (i) induce or attempt to induce any employee of the Intrepid Parties to leave the employ of the Intrepid Parties, (ii) hire any person who was employed by the Intrepid Parties at any time during the one-year period immediately preceding the termination of Executive’s employment with the Intrepid Parties, or (iii) induce or attempt to induce any current or prospective Business Relation of the Intrepid Parties (including, without limitation, any business entity that the Intrepid Parties have contacted in order to make a proposal to enter into a business relationship) to withdraw, curtail or cease doing business with the Intrepid Parties. For purposes of this Agreement, the “Non-Competition/Non-Solicitation End Date” shall mean the date that is 24 months from the date this Agreement is terminated or expires; provided, however, that in the event this Agreement is terminated more than 24 months after the Effective Date by the Company other than pursuant to paragraphs 4(a) or 4(b), or by Executive for Good Reason pursuant to paragraph 4(d), the Non-Competition/Non-Solicitation End Date shall mean the date on which the then-remaining Term would have otherwise expired (assuming no further extension thereof). Executive acknowledges that as an executive of a publicly traded company he falls within the exception to C.R.S 8-2-113(2)(d), which exempts executive and management personnel and officers from the prohibitions of non-compete provisions. Executive agrees that, for during the period ending one year after the termination for which Executive has continuing obligations under this paragraph 7(b), he shall inform any new employer or other person or entity with whom Executive enters into a business relationship, before accepting employment or entering into such business relationship, of the Executive's employment with existence of this Agreement and shall give the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period")employer, the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director person or other advisor to any other Personentity a copy of this paragraph 7(b). (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration The Executive acknowledges (i) that in the course of this Agreement, the Executive agrees that, for the period ending one year after the termination of the Executive's his employment with the Company by he has and will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period")and its Affiliates, the Executive will notcustomers, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; and clients and (ii) take any actionthat his services will be of special, directly or indirectly, unique and extraordinary value to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neitheragrees that, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or Employment Term and for a period of one year following his termination of employment for any reason (the “Non-Competition Period nor engagePeriod”), hirehe shall not in any manner, employdirectly or indirectly, through any person, firm, corporation or enterprise, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or advisor or consultant to any person, firm, corporation or enterprise or otherwise, engage or be engaged, or induce assist any other person, firm, corporation or enterprise in engaging or being engaged (collectively, the employment “Restricted Activity”), in any Competitive Activity (as defined below). For the purposes of this Section 12, a “Competitive Activity” shall mean unless otherwise determined by the Board a business that (i) is being conducted by the Company or any Affiliate at the time in question and (ii) was being conducted, or was under active consideration to be conducted, by the Company or any Affiliate, at the date of the termination of the Executive’s employment. It is agreed and understood that the prohibitions provided for in this Section 12(b) shall not restrict the Executive from engaging in Restricted Activity for any subsidiary, division or Affiliate or unit of a company (collectively a “Related Entity”) if that Related Entity is not engaged in a Competitive Activity, irrespective of whether some other Related Entity of that company engages in what would otherwise be considered to be a Competitive Activity (as long as Executive does not engage in Restricted Activity for such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessother Related Entity). (c) The restrictive provisions hereof Executive further agrees that during the Non-Competition Period he shall not prohibit the Executive from (i) having an equity interest in any manner, directly or indirectly, hire or cause to be hired any employee of or advisor or consultant to the securities of any entity engaged in the Triarco Business Company or any business with respect to which the Executive obtained confidential of its Affiliates for any purpose or proprietary data in any capacity whatsoever, or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed connection with any business to which Section 12(b) applies, call on, service, solicit or traded, so long as such interest does not exceed 5% otherwise do business with any customer of the outstanding equity interests Company or any of such entity its Affiliates; provided, however, that the restriction contained in clause (ii) of this Section 12(c) shall not apply to, or (iii) with interfere with, the prior written consent proper performance by the Executive of the Company, serving as a director or other advisor to any other Personhis duties and responsibilities under Section 3 of this Agreement. (d) The Executive agrees that the covenants contained Nothing in this Section 10 are reasonable covenants under 12 shall prohibit the circumstancesExecutive from being a passive owner of not more than two percent (2%) of the outstanding common stock, capital stock and further agrees that if equity of any firm, corporation or enterprise so long as the Executive has no active participation in the opinion management of business of such firm, corporation or enterprise. (e) If the restrictions stated herein are found by a court of competent jurisdictionto be unreasonable, the parties hereto agree that the maximum period, scope or geographical area reasonable under such restraint is not reasonable in any respectcircumstances shall be substituted for the stated period, such scope or area and that the court shall have revise the rightrestrictions contained herein to cover the maximum period, power scope and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedarea permitted by law.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, Employee acknowledges and recognizes the Executive agrees that, for the period ending one year after the termination highly competitive nature of the Executive's employment with business of Alion and Alion’s subsidiaries and accordingly agree as follows: A. During the Company by Term and the Company for Cause or by the Executive without Good Reason Restricted Period (the "Non-Competition Period"as defined in Section 11.G), the Executive Employee will notnot knowingly (after due inquiry), whether on Employee’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly (whether as a sole proprietorsolicit or assist in soliciting in competition with Alion, partner the business of any customer or venturerprospective customer of Alion of which Employee is aware at the time of such termination. B. During the Restricted Period, stockholder, director, officer, employee, consultant Employee will not directly or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): indirectly: (i) conduct or engage in any services either individually or be interested in or associated on behalf of any person that compete with any Person material business of Alion or Alion’s subsidiaries as conducted at the time Employee ceases to be employed by Alion (including, without limitation, businesses which conducts Alion or engages Alion’s subsidiaries had at such time specific plans to conduct in the Triarco Business within future and as to which plans Employee is aware at the time Employee ceases to be employed by Alion) in the United States; States (a “Competitive Business”); (ii) take acquire a financial interest in, or otherwise become actively involved with, any actionCompetitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, except to financethe extent that such financial interest is a component of compensation or benefits payable pursuant to subsequent employment not otherwise prohibited by this Agreement; or (iii) interfere with, guarantee or provide attempt to interfere with, business relationships formed at or prior to the time Employee ceases to be employed by Alion between Alion or any other material assistance of Alion’s subsidiaries and customers, clients, suppliers of Alion or Alion’s subsidiaries, as to which Employee is aware at the time he ceases to be employed by Alion. C. Notwithstanding anything to the contrary in this Agreement, Employee may, directly or indirectly own, solely as an investment, securities of any Person person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client Alion or counterparty whom the Company served Alion’s subsidiaries which are publicly traded on a national or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with regional stock exchange or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, or for which such person is required to file annual and quarterly reports with the extent that U.S. Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934, as amended, if Employee: (i) is not a controlling person of, or a member of a group which controls, such interest does not exceed 5% of the outstanding equity interests of such entity, person; and (ii) investing does not, directly or indirectly, own five percent (5%) or more of any class of securities of such person. D. During the Restricted Period, Employee will not, whether on Employee’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly: (i) solicit or encourage any employee of Alion or any of Alion’s affiliates to leave the employment of Alion or such affiliate, provided that such employee was employed (or had an offer of employment) with Alion at the time Employee ceases to be employed by Alion; (ii) without Alion’s written permission, hire any such employee who was employed by Alion or Alion’s affiliates as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests effective date of such entity Employee’s termination of employment with Alion or who left employment with Alion or Alion’s affiliates coincident with, or within three (3) months prior to or after, the termination of Employee’s employment with Alion; or (iii) encourage to cease to work with the prior written consent of the Company, serving as a director Alion or other advisor to Alion’s affiliates any other Personconsultant then under contract with Alion or Alion’s affiliates. (d) The Executive agrees E. It is expressly understood and agreed that although Employee and Alion consider the covenants restrictions contained in this Section 10 are reasonable covenants under the circumstances11.E to be reasonable, and further agrees that if in the opinion of a final judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this letter agreement is an unenforceable restriction against you, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which this Agreement will not be rendered void but will be deemed amended to apply as to such court shall appear not reasonable maximum time and territory and to enforce such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this letter agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the remainder thereof as so amendedenforceability of any of the other restrictions contained herein. F. Throughout the Restricted Period, the Company shall continue to furnish to Employee the pre-selected health, dental, vision, disability and life insurance coverage through the Company’s insured welfare benefit plans and policies, and shall pay the employer’s contribution for such coverages.

Non-Competition; Non-Solicitation. The Executive acknowledges that his employment with the Company will, of necessity, provide him with specialized, unique knowledge and confidential information and that, in light of the competitive nature of the Company's business, the Company could be harmed if such knowledge and information were used in competition with the Company. The Executive further acknowledges that the Company would not enter into this Agreement and undertake the substantial obligations under this Agreement without the Executive's agreement to the following provisions of this Section 6: (a) In consideration During the Restricted Period (as defined below) he will not, directly or indirectly, as an officer, director, stockholder, partner, associate, employee, consultant, owner, agent, co-venturer or otherwise, become or be interested in or be associated with any other corporation, firm or business engaged in any business that competes with the Company. The Executive's ownership, directly or indirectly, of not more than three percent (3%) of the issued and outstanding stock of any corporation or other entity, the shares of which are traded on a national securities exchange or the Nasdaq Stock Market, shall not in any event be deemed to be a violation of the provisions of this AgreementSection 6(a). (b) During the Restricted Period, the Executive agrees thatshall not call upon, for solicit, divert or take away, or attempt to call upon, solicit, divert or take away, business of a type the period ending one year after same or similar to the business as conducted by the Company prior to the date of termination of the Executive's employment with the Company by from any of the Customers of the Company for Cause upon whom he called or by whom he solicited or to whom he catered or with whom he became acquainted after entering the employ of the Company. (c) The Executive without Good Reason (acknowledges and agrees that during the "Nontime of his employment with the Company, he will gain valuable information about the identity, qualifications and on-Competition going performance of the employees of the Company. During the Restricted Period"), the Executive will notshall not (i) hire, directly employ, offer employment to, or indirectly seek to hire, employ or offer employment to, any of the Company's senior level employees with whom he had contact prior to such termination of employment or (whether as a sole proprietor, partner ii) solicit or venturer, stockholder, director, officer, employee, consultant encourage any such senior level employee to seek or in accept employment with any other capacity as principal person or agent or through entity. (d) The Executive represents and warrants that the knowledge, skills and abilities he currently possesses are sufficient to permit him, in the event of his termination of employment hereunder for any Personreason, subsidiary or employee acting as nominee or agent):to earn a livelihood satisfactory to himself without violating any provision of this Agreement. (e) For the purposes of this Section 6, "Restriction Period" shall mean the period beginning on the date hereof and ending with: (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within case of a termination of the United StatesExecutive's employment without Cause or a Constructive Termination Without Cause, the end of the Severance Period; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Businesscase of a termination of the Executive's employment for Cause, the first anniversary of such termination; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ case of a termination of the Company or during Executive's employment upon the expiration of the Term of Employment that results in the commencement of the Non-Competition renewal Severance Period pursuant to Section 4(e) above, the end of the Non-renewal Severance Period; or (iv) influence or attempt to influence any Person that is in the case of a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on voluntary termination of the Executive's own account or in conjunction with or on behalf employment pursuant to Section 4(f) above, the date of any other Personsuch termination; provided, solicit or entice away however, that within 10 days after the Executive announces his resignation from the Company any officer, employee or customer of the Company during may notify the term hereof or Executive that it will cause the Non-Competition Restriction Period nor engageto be 12 months and, hirein consideration for such period, employthe Company will pay to the Executive, or induce within 30 days after his employment terminates, an amount in cash equal to the employment annual Base Salary in effect at the time the Executive gives his notice of any termination. Failure by the Company to timely make such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit payment will release the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personthis obligation. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. The Executive acknowledges that his employment with the Company will, of necessity, provide him with specialized, unique knowledge and confidential information and that, in light of the competitive nature of the Company's business, the Company could be harmed if such knowledge and information were used in competition with the Company. The Executive further acknowledges that the Company would not enter into this Agreement and undertake the substantial obligations under this Agreement without the Executive's agreement to the following provisions of this Section 6: (a) In consideration During the Restricted Period (as defined below) he will not, directly or indirectly, as an officer, director, stockholder, partner, associate, employee, consultant, owner, agent, co-venturer or otherwise, become or be interested in or be associated with any other corporation, firm or business engaged in the manufacture, marketing or sale of products which compete with products of the Company. The Executive's ownership, directly or indirectly, of not more than three percent (3%) of the issued and outstanding stock of any corporation or other entity, the shares of which are traded on a national securities exchange or the Nasdaq Stock Market, shall not in any event be deemed to be a violation of the provisions of this AgreementSection 6(a). (b) During the Restricted Period, the Executive agrees thatshall not call upon, for solicit, divert or take away, or attempt to call upon, solicit, divert or take away, business of a type the period ending one year after same or similar to the business as conducted by the Company prior to the date of termination of the Executive's employment with the Company by from any of the Customers of the Company for Cause upon whom he called or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly whom he solicited or indirectly (whether as a sole proprietor, partner to whom he catered or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name he became known to the Executive as a potential client or counterparty while in acquainted after entering the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof Executive acknowledges and agrees that during the time of his employment with the Company, he will gain valuable information about the identity, qualifications and on-going performance of the employees of the Company. During the Restricted Period, the Executive shall not prohibit the Executive from (i) having an equity interest in the securities of hire, employ, offer employment to, or seek to hire, employ or offer employment to, any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests Company's senior level employees with whom he had contact prior to such termination of such entity, employment or (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed solicit or traded, so long as encourage any such interest does not exceed 5% of the outstanding equity interests of such entity senior level employee to seek or (iii) accept employment with the prior written consent of the Company, serving as a director or other advisor to any other Personperson or entity. (d) The Executive agrees represents and warrants that the covenants contained knowledge, skills and abilities he currently possesses are sufficient to permit him, in the event of his termination of employment hereunder for any reason, to earn a livelihood satisfactory to himself without violating any provision of this Agreement. (e) For the purposes of this Section 10 are reasonable covenants under 6, "Restriction Period" shall mean the circumstances, period beginning on the date hereof and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.ending with:

Non-Competition; Non-Solicitation. Employee agrees that during the Employment Period and for a period of one (1) year thereafter ("Restrictive Period"), Employee will not directly or indirectly, or in any capacity, individually or in any corporation, firm, association or other business entity, compete or attempt to compete with Company, any parent, subsidiary, or affiliate of Company, or any corporation merged into, or merged or consolidated with Company (a) In consideration by soliciting business from any customer, broker and/or client of Company with which Employee was involved (directly or indirectly) during the Employment Period, if such solicited business competes with the business of Company, or (b) inducing any personnel of Company to leave the service of Company, or by employing or contracting with any such personnel. The provisions of this AgreementSection 10 shall be construed as an Agreement independent of any other provision contained herein and shall be enforceable in both Law and Equity, including by temporary or permanent Restraining Orders, notwithstanding the Executive existence of any claim or cause of action by Employee against Company, whether predicated on this Agreement or otherwise. Notwithstanding the foregoing, if Company terminates Employee's employment for convenience hereunder, Company agrees that, for the period ending one year after that Employee may upon the termination of the Executive's employment Employment Period, perform services within the information technology industry, provided however that Employee does not compete with the Company Company, (a) by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, soliciting directly or indirectly (whether as a sole proprietorany Company employees, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. and/or (b) The Executive shall neitherby soliciting directly or indirectly any new business from Company's then existing customers or Prospective Customers, either on during the Executive's own account or in conjunction with or on behalf of Restrictive Period. "Prospective Customer" means any other Person, solicit or entice away from entity that the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employis, or induce has been within the employment of any such Person whether or not such officertwelve (12) months prior to Employee's termination, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities process of any entity engaged in soliciting, negotiating with, or otherwise communicating with, for the Triarco Business purpose of providing goods or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personservices. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, the The Executive agrees that, for that during the period ending one year after the termination term of the Executive's his employment with the Company by and for a period of eighteen (18) months beginning on the Company date of termination of his employment for Cause or by the Executive without Good Reason any reason (the "“Non-Competition Period"”), the Executive will shall not, directly or indirectly (indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association, or other business organization, entity or enterprise, whether as a sole proprietoran officer, partner or ventureremployee, director, partner, stockholder, directorconsultant or otherwise, that would be the same or competitive with any business activity engaged in by the Company or any Company Managed Fund (a “Restricted Business”). Notwithstanding the foregoing, the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if he does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity. (b) During the Non-Competition Period, the Executive shall not, directly or indirectly: (i) hire, offer to hire, divert, entice away, solicit or in any other manner persuade, or attempt to do any of the foregoing (each, a “Solicitation”), any person who is an officer, employee, consultant or in board member of the Company or any other capacity as principal Company Managed Fund to accept employment or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct an engagement with a third party or engage in a Solicitation with respect to any person or be interested entity who is, or was, at any time within six months prior to the Solicitation, an officer, employee, agent or consultant of the Company or any Company Managed Fund to work for a third party engaged in a Restricted Business or associated to engage in any of the activities hereby prohibited with any Person which conducts respect to the Executive under Sections 5.2(b)(ii) or engages in the Triarco Business within the United States;(iii) below; or (ii) take any actionsolicit, directly divert, entice away or indirectly, to finance, guarantee or provide in any other material assistance manner persuade, or attempt to do any Person of the foregoing, on (A) any actual or prospective customer of or investor in the Company or any Company Managed Fund to become a customer of or investor in any third party engaged in a Restricted Business or (B) any customer or investor to cease doing business with the Triarco Business;Company or any Company Managed Fund; or (iii) solicit, contact make any statements or accept business perform any acts intended to advance the interest of any client person engaged in or counterparty whom proposing to engage in a Restricted Business in any way that is intended to injure the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ interests of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the CompanyManaged Fund. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (ai) In consideration of this AgreementSubject to Section 4(b)(iii), the Executive agrees that, for the Employment Period, i.e., the period commencing on the Effective Date and ending one year after on the termination of date on which the Executive's ’s employment with the Company by is terminated for any reason (such period also shall be referred to as the Company for Cause or by the Executive without Good Reason (the "“Non-Competition Period"”), the Executive will not, shall not directly or indirectly (whether indirectly, alone or in association with others, or as a sole proprietorpartner, partner or venturer, stockholderofficer, director, officer, employee, consultant consultant, agent, independent contractor, lender, member, manager or in any other capacity as principal equity holder, or agent or through on behalf, of any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in the Business or be interested any business activity that is in or associated competition with the Business of any Person which conducts or engages in member of the Triarco Business Company Group within the United States;Restricted Territory. (ii) take The Executive agrees that, for the period commencing on the Effective Date and ending twenty four (24) months after the date on which the Executive’s employment with the Company is terminated for any actionreason (such period shall be referred to as the “Non-Solicitation Period”), the Executive shall not directly or indirectly, to financein any capacity, guarantee either alone, separately or provide in association with, or on behalf of, any other Person solicit for employment or any business relationship any current or former employee or independent contractor of any member of the Company Group who was employed or engaged by the Company within six (6) months of the solicitation and with whom Executive has had material assistance to personal contact, supervised or managed, or otherwise possesses Confidential Information or the Company’s goodwill; provided, however, that a general solicitation or advertisement of employment conducted by or on behalf of the Executive or any Person engaged of the Executive’s Affiliates in newspapers, trade journals, the Triarco Business;Internet, through recruiters or by any similar means, in each case, not specifically directed at any of the Company Group’s employees or independent contractors shall not, in and of itself, be deemed a breach of this subsection (ii). (iii) solicitNotwithstanding the restrictions set forth in Section 2 and/or Section 4(b)(i), contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known nothing contained in Section 4(b) shall be deemed to prohibit the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. from (bA) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf being a passive owner of less than five percent (5%) of any other Person, solicit class or entice away from the Company any officer, employee or customer series of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment outstanding securities of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the publicly traded securities of any entity engaged or (B) volunteering in the Triarco Business any capacity with any civic, educational or charitable organization, or any business trade association, in each case without seeking or obtaining approval by the Company or the Board; provided, that in each case such activities and services do not materially interfere or conflict with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% performance of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed Executive’s duties hereunder or traded, so long as such interest does not exceed 5% violate any of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other PersonRestrictive Covenants. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, Executive hereby agrees that during the Executive agrees that, for Term and the 12-month period ending one year after the following any termination of Executive’s employment on or prior to the Automatic Expiration Date, regardless of how or why such employment ends (but excluding termination of Executive's ’s employment solely as a result of the natural expiration of the Term), Executive shall not, directly or indirectly, (i) employ, solicit or retain, induce or encourage any other person or entity to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, employed or retained by the Company or any of its subsidiaries or affiliates, or solicit, induce or encourage any such person to leave employment with the Company by or its affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company for Cause or by encourage any such person or entity to cease being a customer or client of the Executive without Good Reason Company or (the "Non-Competition Period")iii) provide services, the Executive will not, directly or indirectly (whether as a sole proprietorprincipal, partner or venturer, stockholderagent, director, officer, employee, consultant consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other capacity person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as principal or agent or through defined below) in any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages geographic area in the Triarco world in which the Company or any of its affiliates is engaged in business. For purposes of this Appendix I, the term “Competing Business” shall mean any Business within engaged in the United States; Business Area. For purposes of this Appendix I, the term “Business Area” shall mean developing, manufacturing, sourcing or supplying firearms, tactical gear, sporting accessories, shooting accessories, recreational accessories, outdoor products or small-caliber ammunition, but in each case, only with respect to products that are the same as or similar to products developed, manufactured, sourced or supplied during the Term by the Company or any of its subsidiaries or affiliates or any other Contemplated Business, whether directly to or to wholesale customers for resale to, the local or federal law enforcement, U.S. Government (iiincluding the U.S. Department of Defense), foreign government or consumer markets. For purposes of this Appendix I, the term “Contemplated Business” shall mean any Business with which the Company or any of its subsidiaries or affiliates engaged in substantive discussions or entered into any contract, agreement, agreement in principle, arrangement or other similar document (including, for the avoidance of doubt, any nondisclosure or confidentiality agreement), in each case, during the Term and with respect to a merger, joint venture, acquisition or other similar extraordinary corporate transaction between the Company or any of its subsidiaries or affiliates on the one hand and such Business or any of its subsidiaries or affiliates on the other hand; provided that any such merger, joint venture, acquisition or other similar extraordinary corporate transaction is consummated no later than six months following the Term. Notwithstanding the foregoing, the restrictions of this Appendix I.1(a)(i) take any actionshall not apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic area, but which are not targeted, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ towards employees of the Company or during any of its subsidiaries. Nothing in this Appendix I.1 shall be construed as denying Executive the Non-Competition Period; or (iv) influence or attempt right to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are corporation listed on a nationally-recognized national securities exchange or quotation system or traded in the over-the-counter market, an amount up to the extent that such interest does not exceed 5% of the outstanding equity interests number of such entitysecurities. For the avoidance of doubt, (iithis Appendix I.1(a) investing shall not apply if Executive’s employment with the Company terminates following the Automatic Expiration Date or on the Automatic Expiration Date solely as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% result of the outstanding equity interests of such entity or (iii) with the prior written consent natural expiration of the Company, serving as a director or other advisor to any other PersonTerm. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, For the Executive agrees that, for the period ending one year after the termination duration of the Executive's employment with Engagement Period and, unless the Company by terminates the Company for Executive’s engagement without Cause or by Executive terminates his engagement for Good Reason, during the Executive without Good Reason Severance Period (the "“Non-Competition compete Period"”), the Executive will shall not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, except as specifically provided in Section 2(c), own, manage, operate, finance or control a directly competitive entity that engages or conducts business in an identical manner to financethe Company; provided, guarantee however, that the Executive may own less than 10% in the aggregate of the outstanding shares of any class of securities of any enterprise other than any such enterprise with which the Company competes or provide any other material assistance to any Person is currently engaged in a joint venture, if such securities are listed on any national or regional securities exchange or have been registered under Section 12(b) or (g) of the Triarco Business; (iii) solicitExchange Act. Notwithstanding the foregoing, contact or accept business if the Executive shall present to the Board any opportunity within the scope of any client or counterparty whom the prohibited activities described above, and the Company served or conducted business with or whose name became known shall not elect to pursue such opportunity within a reasonable time, then the Executive shall be permitted to pursue such opportunity, subject to the Executive as a potential client or counterparty while in the employ requirements of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the CompanySection 2(c). (b) The During the Engagement Period and for a period of three (3) months following termination of the Executive’s engagement with the Company, the Executive shall neithernot: (i) persuade, either on solicit or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant to, the Executive's own account Company, or its Affiliates, to leave the engagement (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an engagement agreement; or (ii) attempt in conjunction any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the Company or any of its Affiliates had significant contact during the term of the Agreement, business of the kind or competitive with the business done by the Company or any of its Affiliates with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or any of its Affiliates, provide any services (of the kind or competitive with the Business of the Company or any of its Affiliates) for such customer, or have any discussions regarding any such service with such customer, on behalf of any such other Person, solicit or entice away from person. The Executive recognizes and agrees that because a violation by the Executive of his obligations under this Section 5 will cause irreparable harm to the Company any officerthat would be difficult to quantify and for which money damages would be inadequate, employee or customer of the Company during shall have the term hereof right to injunctive relief to prevent or the Non-Competition Period nor engage, hire, employ, or induce the employment of restrain any such Person whether or not such officerviolation, employee or customer would commit without the necessity of posting a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) bond. The Executive expressly agrees that the covenants contained in this Section 10 character, duration and scope of the covenant not to compete are reasonable covenants under in light of the circumstances, and further agrees that if in as they exist at the opinion of date upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdictionjurisdiction at a later date that the character, duration or geographical scope of the covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of the Executive, on the one hand, and the Company, on the other, that the covenant not to compete shall be construed by the court in such restraint is not a manner as to impose only those restrictions on the conduct of the Executive which are reasonable in any respect, such court shall have light of the right, power circumstances as they then exist and authority necessary to excise or modify such provision or provisions assure the Company of these covenants which as the intended benefit of the covenant not to such court shall appear not reasonable and to enforce the remainder thereof as so amendedcompete.

Non-Competition; Non-Solicitation. (ai) In consideration The Executive agrees that (A) during the term of this AgreementExecutive’s employment with the Company and, (B) during the 12-month period following the termination of Executive’s employment with the Company for any reason (the “Non-Competition Period”) within the Restricted Territory, the Executive agrees thatshall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Company’s Business. Notwithstanding the foregoing, (x) the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and (y) if the Board terminates the Executive’s employment following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this subparagraph 7(b)(i), the “Non-Competition Period” shall be the 3-month period ending one year after the following such termination of the Executive's employment with ’s employment. (ii) During the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will shall not, directly or indirectly indirectly: (whether as A) offer to hire, divert, entice away, solicit or in any other manner persuade, or attempt to do any of the foregoing (each, a sole proprietor“Solicitation”), partner or venturer, stockholder, director, for any person who is an officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ board member of the Company or during any Company Managed Fund to accept employment or an engagement with a third party or engage in a Solicitation with respect to any person or entity who is, or was, at any time within six months prior to the Non-Competition PeriodSolicitation, an officer, employee, agent or consultant of the Company or any Company Managed Fund to work for a third party engaged in the Company’s Business or to engage in any of the activities hereby prohibited with respect to the Executive under this subparagraph 7(b)(ii); (B) solicit, divert, entice away or in any other manner persuade, or attempt to do any of the foregoing, on (1) any actual or prospective customer of or investor in the Company or any Company Managed Fund to become a customer of or investor in any third party engaged in the Company’s Business or (2) any customer or investor to cease doing business with the Company or any Company Managed Fund; or (ivC) influence make any statements or attempt perform any acts intended to influence advance the interest of any Person person engaged in or proposing to engage in the Company’s Business in any way that is a contracting party with intended to injure the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer interests of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other PersonCompany Managed Fund. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. Transcend and Seller each hereby agrees that, from and after the Closing Date through December 31, 2002 neither of them shall (a) In consideration of this Agreement, the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionserve, directly or indirectly, to financeas an operator, guarantee owner, partner, consultant, officer, director, or provide employee of any other material assistance to any Person firm, entity or business or corporation engaged in the Triarco Business; business presently being conducted by Seller (iiior any business related thereto) within the United States; (b) solicit or attempt to solicit, contact or accept business of from, any entity which is a client or counterparty whom the Company served customer of CORE, Purchaser, Seller (including CORE's subsidiaries) or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company which at any time during the Non-Competition Period twelve month period prior to terminate any written or oral agreement with the Company. (b) The Executive shall neitherClosing Date, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee was a client or customer of any of the Company during Business, for the term hereof purpose of doing business with such client or customer in competition with Purchaser or CORE (including CORE's subsidiaries) (for the Non-Competition Period nor engagepurpose of this covenant, the clients and customers of Purchaser shall include those entities with which Seller had held discussions or negotiations concerning the Business within the twelve month period prior to the Closing Date), or (c) solicit, attempt to hire, employor hire any employee or consultant of Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries), or induce the employment of assist in such solicitation or hiring by any such Person whether other person or not such officerentity, or encourage any employee or customer would commit a consultant or Purchaser (including Continuing Employees) or CORE (including CORE's subsidiaries) to terminate his or her relationship with Purchaser or CORE. It is agreed that the remedy at law for any breach of contract the foregoing shall be inadequate and that CORE and Purchaser shall be entitled to any other remedy permitted by law. In the event that this Section shall be determined by arbitrators or by any court of competent jurisdiction to be unenforceable by reason of leaving service its extending for too great a period of time or transferring business. (c) The restrictive provisions hereof over too large a geographic area or over too great a range of activities, it shall not prohibit be interpreted to extend only over the Executive from (i) having an equity interest in the securities maximum period of any entity engaged in the Triarco Business time, geographic area or any business with respect range of activities as to which the Executive obtained confidential it may be enforceable. Nothing herein contained shall prevent Transcend or proprietary data Seller from holding or information, which entity's making an investment in securities are listed on a nationally-recognized national securities exchange or quotation system or traded sold in the over-the-counter market, to the extent that provided such interest does investments do not exceed in the aggregate five percent (5% %) of the issued and outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion capital stock of a court corporation which is a competitor within the meaning of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedthis Section.

Non-Competition; Non-Solicitation. (a) The CONSULTANT agrees and acknowledges that, in connection with his engagement with the Company, he will be provided with access to and become familiar with confidential and proprietary information and trade secrets belonging to the Company. In consideration of his engagement with the Company pursuant to this AgreementAgreement and for other good and valuable consideration, the Executive receipt of which is hereby acknowledged, the CONSULTANT agrees that, while he is engaged by the Company and for the a one (1) year period ending one year after the termination of the Executive's employment his engagement, with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period")cause, the Executive will he shall not, directly either on his own behalf or indirectly (whether as a sole proprietoron behalf of any third party, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in except on behalf of the Triarco Business within the United States; (ii) take any actionCompany, directly or indirectly, engage in any of the following activities. (1) Other than through his ownership of stock of the Company, directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation control, or be connected as proprietor, partners, stockholder, officer, director, principal, agent, representative, joint venturer, investor, lender, consultant or otherwise with, or use or permit his name to financebe used in connection with, guarantee any business or provide enterprise engaged directly or indirectly in competition with the business conducted by the Company, at any other material assistance time during such period, The foregoing restriction shall not be construed to prohibit the CONSULTANT’s ownership of not more than one percent (1%) of any Person class of securities of any corporation that is engaged in any of the Triarco Business;foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended; or (iii2) solicit, contact or accept business of Attempt in any manner to solicit from any client or counterparty whom customer of the Company served at the time of the CONSULTANT’s termination, business of the type performed by the Company or conducted to persuade any client of the Company to cease to do business or to reduce the amount of business which any such client has customarily done or actively contemplates doing with the Company; or (3) Recruit, solicit or whose name became known induce, or attempt to the Executive as a potential client induce, any employee or counterparty while in the employ employees of the Company or during the Non-Competition Period; or (iv) influence its affiliates to terminate their employment with, or attempt to influence any Person that is a contracting party otherwise cease their relationship with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Companyits affiliates. (b) The Executive shall neitherparties acknowledge and agree that the restrictions placed upon the CONSULTANT herein are reasonable and necessary to protect the Company’s legitimate interests. The CONSULTANT further acknowledges that, either on the Executive's own account or in conjunction with or on behalf of any other Personbased upon his education, solicit or entice away experience, and training, this non-compete provision will not prevent him from the Company any officer, employee or customer of the Company earning a livelihood and supporting himself and his family during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessrelevant time period. (c) The restrictive provisions hereof If any restriction set forth in this Section 7 is found by any court of competent jurisdiction to be unenforceable as overbroad, it shall not prohibit be reformed and interpreted to extend over the Executive from (i) having an equity interest in the securities maximum period of any entity engaged in the Triarco Business time, range of activities or any business with respect geographic areas as to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personit may be enforceable. (d) The Executive agrees that the covenants contained in provisions of this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion 7 shall survive termination or expiration of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedthis Agreement.

Non-Competition; Non-Solicitation. (a) In consideration For a period of this time equal to the Term plus the greater of (i) any period that Executive is entitled to receive Base Salary and Continued Benefits under the Employment Agreement, the Executive agrees that, for the period ending or (ii) one year after the termination commencing as of the Executive's employment with Termination Date, unless the Company Employment Agreement is terminated by the Company without Cause (including, as a result of non renewal) or Executive resigns with Good Reason, in each case, for Cause or by a period of time equal to the Term plus the period during which the Company continues to pay Executive without Good Reason his Base Salary and Continued Benefits pursuant to Section 7 of the Employment Agreement (the "“Non-Competition Compete Period"”), whenever the same shall occur and for whatever reason, Executive will not, directly or indirectly indirectly, engage, anywhere in the Restricted Area (as defined below), whether such engagement be as a sole proprietoran individual, partner or venturer, stockholderofficer, director, officerproprietor, employee, consultant partner, member, investor (other than solely as a holder of less than two percent (2%) of the outstanding capital stock of a corporation whose shares are publicly traded on a national securities exchange or in any other capacity through a national market system or registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as principal or amended), creditor, consultant, advisor, sales representative, agent or through any Personother participant, subsidiary or employee acting in a Restricted Business (as nominee or agent):defined herein). (ib) conduct or engage in or be interested in or associated with any Person which conducts or engages in During the Triarco Business within the United States; (ii) take any actionNon-Compete Period Executive shall not, directly or indirectly, to finance(i) cause, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact induce or accept business encourage (each, a “Solicitation”) any person who is or was, prior to such Solicitation, an employee of the Company, any client Subsidiaries, Holdings, Newco or counterparty whom any of their respective subsidiaries to leave employment with the Company served Company, any Subsidiaries, Holdings, Newco or conducted business with any of their respective subsidiaries, or whose name became known to hire, employ or otherwise engage any such individual; or (ii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Executive as a potential client Company, any Subsidiaries, Holdings, Newco or counterparty while in the employ any of their respective subsidiaries (including any former customer of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence Subsidiaries and any Person person that is becomes a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director any Subsidiaries, Holdings, Newco or other advisor to any of their respective subsidiaries after the Closing) or any other Person. (d) The Executive agrees that person who has a material business relationship with the covenants contained in this Section 10 are reasonable covenants under the circumstancesCompany, and further agrees that if in the opinion any Subsidiaries, Holdings, Newco or any of a court of competent jurisdictiontheir respective subsidiaries, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise terminate or modify any such provision actual or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedprospective relationship.

Non-Competition; Non-Solicitation. A. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: B. During the Employment Term and for a period of one year following the date Executive ceases to be employed by the Company or an affiliate (aor for a period of two (2) In consideration years if Executive ceases to be employed by the Company or an affiliate by reason of employment termination pursuant to Section IV.A. above) (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: 1. with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; 2. with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or 3. for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. C. During the Restricted Period, Executive will not directly or indirectly: 1. engage in any business that materially competes with any business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct within twelve months from the effective of Executive’s termination and as to which Executive is personally aware of or should be personally aware of such planning in the future and as to which Executive is aware of such planning) in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services and over which Executive had responsibilities (a “Competitive Business”); 2. enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; 3. acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or 4. interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. D. Notwithstanding anything to the contrary in this Agreement, Executive agrees thatmay, for directly or indirectly, own, solely as an investment, securities of any Person engaged in the period ending one year after business of the Company or its affiliates that is publicly traded on a national stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person or (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. E. During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: 1. solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or 2. hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of the Executive's employment with the Company by or who left the employment of the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period")its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company. F. During the Restricted Period, Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, solicit or encourage to finance, guarantee or provide any other material assistance cease to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business work with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence its affiliates any Person that is a contracting party consultant then under contract with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Companyits affiliates. (b) The G. It is expressly understood and agreed that although Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from and the Company any officer, employee or customer of consider the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants restrictions contained in this Section 10 are reasonable covenants under the circumstancesV. to be reasonable, and further agrees that if in the opinion of a final judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which this Agreement shall not be rendered void but shall be deemed amended to apply as to such court shall appear not reasonable maximum time and territory and to enforce such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the remainder thereof as so amendedenforceability of any of the other restrictions contained herein.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, the The Executive agrees that, for undertakes that during the period ending one year after the termination of the Executive's employment his/her engagement with the Company by and for a period of (12) months following termination of his/her engagement with the Company Company, for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will any reason: 2.1 He shall not, anywhere in the world, do business, as an employee, independent contractor, consultant or otherwise, and shall not directly or indirectly participate in or accept any position, proposal or job offer that may directly or indirectly compete with or harm the Company, or in the field in which the Company engages, is engaged or the Company contemplates in good faith to be materially engaged in within six (whether 6) months thereafter, provided that the Company has taken demonstrable actions to promote such engagement or that the Company’s Board of Directors has adopted a resolution authorizing such actions prior to the date of termination(the “Competitive Occupation”); provided, however, that Executive may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such company, so long as a sole proprietor, partner or venturer, stockholder, he has no active role in the publicly owned and traded company as director, officer, employee, consultant or in otherwise. 2.2 Without derogating from the generality of the foregoing, the Executive undertakes not to maintain any other capacity as principal or agent or through business relations of any Persontype whatsoever, subsidiary or employee acting as nominee or agent): (i) including a proposal to conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionbusiness relations, directly or indirectly, to financewith any of the Company’s customers, guarantee suppliers or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicitagents, contact including customers, suppliers or accept business of any client or counterparty agents with whom the Company served conducted negotiations towards an agreement at the time of the termination of his/her employment with the Company or conducted business with or whose name became known to prior thereto. 2.3 In addition, the Executive as a potential client undertakes not to approach, solicit or counterparty while in the employ recruit any employee of the Company or during any consultant, service provider, agent, distributor, customer or supplier of the Non-Competition Period; or (iv) influence Company, to terminate, reduce or attempt to influence any Person that is a contracting party with modify the Company at any time during the Non-Competition Period to terminate any written or oral agreement scope of such person’s engagement with the Company. (b) 2.4 The foregoing shall apply irrespective of whether the Competitive Occupation is carried out by the Executive shall neither, either on the Executive's own account alone or in conjunction cooperation with or on behalf of any other Person, solicit or entice away from others and shall apply to the Company any officer, employee or customer participation of the Company during the term hereof or the Non-Competition Period nor engageExecutive in a Competitive Occupation, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in controlling shareholder or as an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personinterested party. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of Unless Executive terminates this Agreement, the Executive agrees thatAgreement pursuant to Section 6(e), for the period ending one year after the termination duration of the Executive's employment with Employment Period and three (3) years following the Company by the Company for Cause or by the Executive without Good Reason Employment Period (the "“Non-Competition compete Period"”), the Executive will shall not, directly or indirectly indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend any credit to, or render services or advice to, any business, firm, corporation, partnership, association, joint venture or other entity that engages or conducts any business the same as or substantially similar to the Business or currently proposed to be engaged in or conducted by the Company or included in the future strategic plan of the Business, anywhere within the United States of America; provided, however, that the Executive may own less than 5% of the outstanding shares of any class of securities of any enterprise (whether but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as a sole amended. During the Employment Period and the Non-compete Period, Executive will not and will not cause another person, business or commercial enterprise, without the express prior written approval of the Company, to hire, recruit, solicit or otherwise induce or influence any proprietor, partner or venturerpartner, stockholder, lender, director, officer, employee, consultant sales agent, joint venturer, investor, lessor, customer, consultant, agent, representative or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated person which has a business relationship with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is had a contracting party business relationship with the Company at to discontinue or reduce such employment, agency or business relationship. The Executive recognizes and agrees that because a violation by him of his obligations under this Section 7 will cause irreparable harm to the Company that would be difficult to quantify and for which money damages would be inadequate, the Company shall have the right to injunctive relief to prevent or restrain any time during such violation, without the necessity of posting a bond. The Non-Competition compete Period to terminate will be extended by the duration of any written or oral agreement with violation by the Company. (b) Executive of any of his obligations under this Section 7. The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive expressly agrees that the covenants contained in this Section 10 character, duration and scope of the covenant not to compete are reasonable covenants under in light of the circumstancescircumstances as they exist at the date upon which this Agreement has been executed. However, and further agrees that if in the opinion of should a determination nonetheless be made by a court of competent jurisdictionjurisdiction at a later date that the character, duration or geographical scope of the covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of both the Executive and the Company that the covenant not to compete shall be construed by the court in such restraint is not a manner as to impose only those restrictions on the conduct of the Executive which are reasonable in any respect, such court shall have light of the right, power circumstances as they then exist and authority necessary to excise or modify such provision or provisions assure the Company of these covenants which as the intended benefit of the covenant to such court shall appear not reasonable and to enforce the remainder thereof as so amendedcompete.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, the Executive 9.1 The Employee agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neitheras defined in Section 9.4 below), either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with without the prior written consent of the CompanyCompany or Valentec, serving as a director the case may be: (i) he shall not, directly or other advisor to indirectly, either as principal manager, agent, consultant, officer, director, greater than two (2 %) percent holder of any class or series of equity securities, partner, investor, lender or employee or in any other Personcapacity, carry on, be engaged in or have any financial interest in or otherwise be connected with, any entity which is now or at the time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the business of the Company (currently the manufacture and sale of (i) automotive airbags and (ii) military ordnance products) or Valentec including, for these purposes, any business in which, at the termination of his employment, there was a bona fide intention on the part of the Company or Valentec to engage in the future; and (ii) he shall not, on behalf of any competing entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company or Valentec. 9.2 During the Non-Competition Period, Employee agrees that, without the prior written consent of the Company or Valentec, as the case may be, (dand other than on behalf of the Company or Valentec), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly hire or solicit the employment of any employee who has been employed by the Company or Valentec at any time during the one (1) year period immediately preceding such date of hiring or solicitation. 9.3 The Executive agrees Employee and the Company agree that the covenants of non- competition and non-solicitation contained in this Section 10 9 are reasonable covenants under the circumstances, and further agrees agree that if if, in the opinion of a any court of competent jurisdiction, jurisdiction such restraint is covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such the court shall appear not reasonable and to enforce the remainder thereof of these covenants as so amended. The Employee agrees that any breach of the covenants contained in this Section 9 would irreparably injure the Company or Valentec, as the case may be. Accordingly, the Employee agrees that the Company, or Valentec, as the case may be, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against the Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 9. 9.4 The provisions of this Section 9 shall extend for the Term and survive the termination of the Agreement for the greater of (x) one year from the date of such termination and (y) the period in which severance and non-competition payments are made to Employee pursuant to this Agreement (herein referred to as the "Non-Competition Period").

Non-Competition; Non-Solicitation. (a) In consideration Subject to Section 4, so long as this Agreement continues in effect the Consultant shall not, without the prior approval of the Company, alone or as a partner, officer, director, consultant, employee, stockholder or otherwise, participate in any business, firm or corporation that develops any technology, process, method or products for, or directly relating to, the Field (a “Competing Company”) other than for the Company. The foregoing sentence, however, shall not be construed to prohibit, during the term of this Agreement: (i)the Consultant’s purchase on a national securities exchange or in the “over-the-counter” market of no more than two percent (2%) of the voting securities of a Competing Company listed on such exchange or publicly traded in such market; (ii) the Consultant from working for a Competing Company that has a number of divisions or business units, provided that the Consultant does not work for, or provide any Confidential Information (as defined in Section 7) to, the divisions or business units that research, develop, manufacture, license, sell, or otherwise provide any product or service directly relating to the Field; (iii)the Consultant from providing consulting services to a Competing Company subject to the policies and guidelines of the RL provided that the Company approves (in its sole discretion) each such consulting engagement in writing; (iv) during the term of this Agreement, the Executive agrees thatConsultant from pursuing research in me Field with RI funded by a governmental, for commercial (not including a Competing Company), non-profit or academic sponsor(s) and publishing any results therefrom (subject to compliance with Section 7(f) hereof), provided, however, that nothing herein shall, without the period ending one year after the termination of the Executive's employment Company’s prior written consent, permit Consultant to publish Company’s Confidential Information, and provided further that such research is not conducted with the intent of directly benefiting a Competing Company by unless Consultant receives the Company for Cause Company’s prior written approval (in its sole discretion) therefor, or by (v) the Executive Consultant from at any time publishing materials that relate to the Field, provided, however, that nothing herein shall, without Good Reason the Company’s prior written consent (in its sole discretion), permit Consultant to publish Company’s Confidential Information, Notwithstanding the "foregoing, nothing in this Section 5(a) shall conflict with or supersede any of Consultant’s rights and responsibilities under Section 4 hereof. The limitations in this Section 5 shall apply solely to Consultant and nothing herein shall or is intended to restrict RI’s ability to engage in research in the Field with any funding source, or shall apply to any engagements of Consultant that predate the effective date of this Agreement (b) During the Non-Competition Period"), the Executive will Consultant shall not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent):: (i) conduct contact or engage in solicit business from any customer of the Company for the purpose of attempting to sell, license or be interested in provide to or associated with from such customer the same or similar products, services or technology as are currently provided by or to the Company or any Person which conducts product, service or engages in the Triarco Business within the United Statestechnology that is similar to any such product, service or technology; (ii) solicit or take any actionother action which is intended to induce or encourage, directly or indirectlyis reasonably likely to have the effect of inducing or encouraging, any employee or consultant of the Company to finance, guarantee or provide any other material assistance to any Person engaged in cease work for the Triarco BusinessCompany; (iii) solicitsolicit or take any other action which is intended to induce or encourage, contact or accept business is reasonably likely to have the effect of inducing or encouraging, any client employee or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ consultant of the Company or during to work for any Competing Company, without express prior written consent of the Non-Competition PeriodBoard; or (iv) influence interfere, or attempt to influence interfere with, the relationship or prospective relationship of the Company with any Person person or entity that is or was a contracting party with customer, client or supplier to the Company at any time during the Non-Competition Period or to cause a customer, client or supplier to terminate any written or oral an agreement with the Company. (c) As used in this Agreement, the term “Non-Competition Period” shall mean the period beginning with the date of this Agreement and continuing through the termination of this Agreement for any reason. The term “Post-Termination Period” shall mean the period beginning with the termination of this Agreement for any reason and continuing for 24 months thereafter. During the Post-Termination Period, the Consultant agrees to provide the Post-Termination Services (as defined below) to the Company in the maximum amount of up to ten (10) hours per month, and the Company agrees to retain the Consultant for such purposes; provided however, neither the Consultant’s performance of the Post-Termination Services nor anything in this Section 5 to the contrary will extend any non-competition period under this Agreement. For purposes of this Agreement, “Post-Termination Services” means to (i) advise and consult with the Company’s executive management and the Board with respect to the Company’s (a) technical, medical or scientific issues and problems relating to the design, development, production, sale or marketing of any products, technologies or services then currently developed, under development, produced, sold or marketed by the Company the (“Company Business”) and/or (b) the future anticipated direction of the Company Business as the Board may request, from time to time during the Post-Termination Period. The Executive shall neitherCompany agrees to allow such services to be performed on weekends and during evening hours and to cooperate with the Consultant to the extent the Consultant secures other consulting or employment engagements during the Post-Termination Period. For providing the Post-Termination Services during the Post-Termination Period, either on the Executive's own account or Company will in conjunction with each calendar month during the Post-Termination Period that the Consultant provides the Post-Termination Services, pay the Consultant an amount equal $187.50 per hour (the “Payment”) for each hour (or on behalf a prorated basis for each partial hour) of any other Person, solicit or entice away from such services and reimburse Consultant for expenses as provided in Section 2(b) of this Agreement. The Payment is the Company any officer, employee or customer of Consultant’s sole compensation for providing the Post-Termination Services to the Company during the term hereof or the NonPost-Competition Period nor engageTermination Period; provided, hirehowever, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants nothing contained in this Section 10 are reasonable covenants 5(c) shall limit or offset amounts paid or to be paid to Consultant under Section 2 of this Agreement Notwithstanding the provisions of this Section 5(c), the vesting of the stock restricted under the circumstancesRestricted Stock Purchase Agreement will cease upon termination of this Agreement and will not continue during the Post-Termination Period, and further agrees that if except as otherwise provided in the opinion Restricted Stock Purchase Agreement. In the event of a court breach of competent jurisdictionthe Consultant’s obligations set form in this Section 5(c), such restraint is not reasonable in any respect, such court shall the Company will have the right, power remedies provided herein and authority such other remedies as may be available to excise it under law or modify such provision contract or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedat equity.

Non-Competition; Non-Solicitation. (a) In consideration of Subject to Section 8.3(b), as a material inducement to Buyer to enter into this Agreement, the Executive agrees thatParent shall not, for the period ending one year after the termination and Parent shall cause each of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will notits Affiliates not to, directly or indirectly (whether by itself, through an Affiliate or in partnership or conjunction with, or as a sole proprietormember, partner or venturer, stockholder, director, officer, employeeowner, consultant or in agent of, any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage for a period of three (3) years following the Closing Date, undertake, participate in or carry on or be interested engaged in, or in any other manner advise or associated assist, or have an interest in, any other Person in connection with the operation of, any Person which conducts or engages Competing Business Activities anywhere in the Triarco Business within the United States;world in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; and (ii) take for a period of two (2) years following the Closing Date, solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any actionBusiness Employee to resign or otherwise leave the employ of Buyer or its Affiliates or otherwise hire, employ, engage or contract with any Business Employee to perform services other than for the benefit of Buyer or its Affiliates. (b) Notwithstanding Section 8.3(a), Parent and its Affiliates shall not be prohibited from or restricted in any way with respect to: (i) advertising job openings by use of third party recruiters, newspapers, magazines, the internet, social media and other media, so long as such efforts are not specifically directed at individual Business Employees, or hiring any such Business Employees as a result thereof; (ii) hiring or soliciting any Business Employee who has terminated employment with Buyer or any Affiliate thereof at least three (3) months prior to the date of first contact by Parent or its Affiliates with such Business Employee, or whose employment has been terminated by Buyer or any Affiliate thereof, so long as, in each case, there was no solicitation in violation of Section 8.3(a)(ii) by Parent or its Subsidiaries prior thereto; (iii) continuing to engage in any business (other than the Business) that Parent or any of its Affiliates engages in as of the date of this Agreement; (iv) holding, directly or indirectly, to financesolely as an investment, guarantee or provide not more than one percent (1%) of the outstanding voting securities of any other material assistance to company traded on any Person national securities exchange that is primarily engaged in Competing Business Activities; or (v) acquiring, and following such acquisition, actively engaging in any business that has a Subsidiary, division, group, franchise or segment that is engaged in any Competing Business Activity, so long as for the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known most recent fiscal year ending prior to the Executive as a potential client or counterparty while in date of such acquisition, the employ revenues derived from the Competing Business Activities were less than ten percent (10%) of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf total consolidated revenues of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall Parent acknowledges that a violation of this Section 8.3 may cause Buyer and its Affiliates irreparable harm which may not prohibit the Executive from (i) having an equity interest be adequately compensated for by money damages. Parent therefore agrees that in the securities event of any entity engaged actual or threatened violation of this Section 8.3, Buyer shall be entitled, in the Triarco Business addition to other remedies that it may have, to seek a temporary restraining order and to seek preliminary and final injunctive relief against Parent or any business with respect Subsidiary of Parent to which prevent any violations of this Section 8.3, without the Executive obtained confidential or proprietary data or information, which entity's securities are listed on necessity of posting a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personbond. (d) The Executive agrees Parent acknowledges that the restrictions contained in this Section 8.3 are reasonable and necessary to protect the legitimate interests of the Buyer and constitute a material inducement to the Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 8.3 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Requirements of Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Requirements of Law. The covenants contained in this Section 10 8.3 and each provision hereof are reasonable severable and distinct covenants under and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the circumstancesremaining covenants or provisions hereof, and further agrees that if in the opinion of a court of competent jurisdiction, any such restraint is not reasonable invalidity or unenforceability in any respect, jurisdiction shall not invalidate or render unenforceable such court shall have the right, power and authority to excise covenant or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedin any other jurisdiction.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreementa. Except as prohibited by law, the Executive Participant agrees that, for the period ending one year after the termination of the Executive's that during his or her employment with the Company or its Affiliates, and for the one year period following the Participant’s termination of employment for any reason, the Participant will not directly or indirectly, own, manage, operate, control (including indirectly through a debt, equity investment, or otherwise), provide services to, or be employed by, any person or entity engaged in any business that is (i) located in a region with respect to which the Participant had substantial responsibilities while employed by the Company for Cause or by its Affiliates, and (ii) competitive, with (A) the Executive without Good Reason line of business or businesses of the Company or its Subsidiaries that the Participant was employed with during the Participant’s employment (including any prospective business to be developed or acquired that was proposed at the "Non-Competition Period"date of termination), or (B) any other business of the Executive Company or its Subsidiaries with respect to which the Participant had substantial exposure during such employment. b. Except as prohibited by law, the Participant further agrees that during his or her employment with the Company or its Affiliates, and for the two-year period thereafter, the Participant will not, directly or indirectly (whether as a sole proprietorindirectly, partner on his or venturer, stockholder, director, officer, employee, consultant her own behalf or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): on behalf of another (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact recruit, aid or accept business of induce any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ employee of the Company or during the Non-Competition Period; or (iv) influence or attempt any of its Affiliates to influence any Person that is a contracting party leave their employment with the Company at any time during the Non-Competition Period or its Affiliates in order to terminate any written accept employment with or oral agreement render services to another person or entity unaffiliated with the Company. (b) The Executive shall neitherCompany or its Subsidiaries, either on the Executive's own account or in conjunction with hire or on behalf of knowingly take any action to assist or aid any other Personperson or entity in identifying or hiring any such employee, solicit or entice away from the Company (ii) solicit, aid, or induce any officer, employee or customer of the Company during or any of its Affiliates to purchase goods or services then sold by the term hereof Company or the Non-Competition Period nor engage, hire, employits Affiliates from another person or entity, or induce the employment of assist or aid any other persons or entity in identifying or soliciting any such Person whether or not such officercustomer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) otherwise interfere with the prior written consent relationship of the Company or any of its Subsidiaries with any of its employees, customers, agents, or representatives. c. Irreparable injury will result to the Company, and to its business, in the event of a breach by the Participant of any of the Participant’s covenants and commitments under this Award, including the covenants of non-competition and non-solicitation. Therefore, in the event of a breach of such covenants and commitments, in the sole discretion of the Company, serving as any of the Participant’s unvested Restricted Shares or Restricted Share Units shall be immediately rescinded and the Participant will forfeit any rights he or she has with respect thereto. Furthermore, by acknowledging this Award, and not declining the Award, in the event of such a director breach, upon demand by the Company, the Participant hereby agrees and promises immediately to deliver to the Company the number of Shares (or, in the discretion of the Company, the cash value of said Shares) the Participant received for Restricted Share Units that vested or other advisor were delivered during the period beginning six months prior to the Participant’s termination of employment and ending on the six-month anniversary of such termination of employment. In addition, the Company reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief and compensatory damages. The Participant further acknowledges and confirms that the terms of this section, including but not limited to the time and geographic restrictions, are reasonable, fair, just and enforceable by a court. This Award, the Award Notice and any other Person. (d) The Executive agrees that the covenants contained documents expressly referenced in this Section 10 are reasonable covenants under Award contain all of the circumstancesprovisions applicable to the Award and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and further agrees that if in delivered to the opinion Participant. The Company has caused this Award to be executed by one of a court its authorized officers as of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power date of grant. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Executive Vice President and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.General Counsel

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, For the Executive agrees that, for the period ending one year after the termination duration of the Executive's employment with Employment Period and, unless the Company by terminates the Company for Cause or by Executive’s employment without Cause, during the Executive without Good Reason Severance Period (the "“Non-Competition compete Period"”), the Executive will shall not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to except as specifically provided in Section 2(c), engage or invest in, own, manage, operate, finance, guarantee control or provide participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lend any credit to, or render services or advice to, any business, firm, corporation, partnership, association, joint venture or other material assistance to entity that engages or conducts development of hemp-based consumer products; provided, however, that the Executive may own less than 5% in the aggregate of the outstanding shares of any Person class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) including those engaged in the Triarco Business; (iii) solicitcannabis or nutraceutical industries, contact or accept business of other than any client or counterparty whom such enterprise with which the Company served competes or conducted business with is currently engaged in a joint venture, if such securities are listed on any national or whose name became known regional securities exchange or have been registered under Section 12(b) or (g) of the Exchange Act. Notwithstanding the foregoing, if the Executive shall present to the Executive as a potential client or counterparty while in Board any opportunity within the employ scope of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with prohibited activities described above, and the Company at any time during shall not elect to pursue such opportunity within a reasonable time, then the Non-Competition Period Executive shall be permitted to terminate any written or oral agreement with pursue such opportunity, subject to the Companyrequirements of Section 2(b). (b) The During the Employment Period and for a period of twelve (12) months following termination of the Executive’s employment with the Company, the Executive shall neithernot: (i) persuade, either on solicit or hire, or attempt to recruit, persuade, solicit or hire, any employee, or independent contractor of, or consultant to, the Executive's own account Company, or its Affiliates, to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement; or (ii) attempt in conjunction any manner to solicit or accept from any customer or client of the Company or any of its Affiliates, with whom the Company or any of its Affiliates had significant contact during the term of the Agreement, business of the kind or competitive with the business done by the Company or any of its Affiliates with such {00146430.5 / 0947-001} customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or is reasonably expected to do with the Company or any of its Affiliates or if any such customer elects to move its business to a person other than the Company or any of its Affiliates, provide any services (of the kind or competitive with the Business of the Company or any of its Affiliates) for such customer, or have any discussions regarding any such service with such customer, on behalf of any such other Person, solicit or entice away from person. The Executive recognizes and agrees that because a violation by the Executive of his obligations under this Section 7 will cause irreparable harm to the Company any officerthat would be difficult to quantify and for which money damages would be inadequate, employee or customer of the Company during shall have the term hereof right to injunctive relief to prevent or restrain any such violation, without the necessity of posting a bond. The Non-Competition compete Period nor engage, hire, employ, or induce will be extended by the employment duration of any such Person whether or not such officer, employee or customer would commit a breach of contract violation by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) his obligations under this Section 7. The Executive expressly agrees that the covenants contained in this Section 10 character, duration and scope of the covenant not to compete are reasonable covenants under in light of the circumstancescircumstances as they exist at the date upon which this Agreement has been executed. However, and further agrees that if in the opinion of should a determination nonetheless be made by a court of competent jurisdictionjurisdiction at a later date that the character, duration or geographical scope of the covenant not to compete is unreasonable in light of the circumstances as they then exist, then it is the intention of the Executive, on the one hand, and the Company, on the other, that the covenant not to compete shall be construed by the court in such restraint is not a manner as to impose only those restrictions on the conduct of the Executive which are reasonable in any respectlight of the circumstances as they then exist and necessary to assure the Company of the intended benefit of the covenant not to compete. In the event the Company has insufficient funds to operate and the Executive is terminated, such court shall have the right, power Non-compete Period and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedExecutive’s obligations under this Section 7 cease immediately.

Non-Competition; Non-Solicitation. (a) In consideration During the Term of this Agreement, the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company and for Cause or by the Executive without Good Reason a period of nine months thereafter (the "Non-Competition Compete Period"), ) the Executive will not, directly or indirectly indirectly, without the express written consent of the Board of Directors: own, manage, operate, join, control, or participate in or be connected with, as an officer, employee partner, stockholder, director, adviser, consultant, or agent (whether as paid or unpaid), any business, which is at the time engaged in any activities which, directly or indirectly, compete with the business of the Company (a sole "Competitive Business") provided that the Company continues to pay to Executive, in a timely manner, the amounts required pursuant to Section 4.2 of this Agreement; the foregoing provision being also intended to prohibit the Executive from acquiring or holding in excess of 5% of any issue of stock or securities of any Company which has any securities listed on a national securities exchange or quoted in the daily listing of over-the-counter market securities. (b) During the Term of Executive's employment and for a period of two years thereafter the Executive will not directly or indirectly without the express written consent of the Board of Directors: (i) recruit, solicit or otherwise induce or influence any proprietor, partner or venturerpartner, stockholder, lender, director, officer, employee, consultant sales agent, joint venturer, investor, lessor, supplier, customer, consultant, agent, representative or in any other capacity as principal person which has a business relationship with the Company to discontinue, reduce or agent modify such employment, agency or through any Personbusiness relationship with the Company, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take employ or seek to employ or cause any action, directly Competitive Business to employ or indirectly, seek to finance, guarantee employ any person or provide any other material assistance to any Person engaged in the Triarco Business; agent who is then (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company was at any time during within one year prior to the Non-Competition Period date the Executive or the Competitive Business employs or seeks to terminate any written employ such person) engaged or oral agreement with retained by the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit In the event that Executive from (i) having an equity interest breaches her obligations in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or informationunder this Section 3.3, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director in addition to pursuing all available remedies under this Agreement, at law or other advisor otherwise, and without limiting its right to any other Personpursue the same may cease all payments due to the Executive under this Agreement. (d) The Since a breach of the provisions of this Section 3.3 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith, and Executive hereby consents to the issuance of such injunction. Executive agrees that the covenants provisions of this Section 3.3 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 10 are reasonable covenants under 3.3 shall be deemed to be invalid, illegal, or unenforceable by reason of the circumstancesextent, and further agrees that if in duration, or geographical scope thereof, or otherwise, then the opinion of a court of competent jurisdiction, making such restraint is not reasonable in any respect, such court determination shall have the rightright to reduce such extent, power duration, geographical scope, or other provisions hereof, and authority to excise or modify in its reduced form such provision or provisions of these covenants which as to such court restriction shall appear not reasonable and to enforce then be enforceable in the remainder thereof as so amendedmanner contemplated hereby.

Non-Competition; Non-Solicitation. (a) In As an inducement for Buyer to enter into this Agreement and as additional consideration of for the consideration to be paid to Seller under this Agreement, during the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason Restricted Period (the "Non-Competition Period"defined below), the Executive Seller will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in nor will Seller allow any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionof its respective Affiliates to, directly or indirectly, to financeengage in, guarantee acquire, participate in, assist, provide services to, own or provide any other material assistance to any Person engaged hold a business in the Triarco Business; Restricted Area (iiidefined below) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party competes with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the CompanyBusiness. (b) The Executive shall neitherDuring the Restricted Period, either on Seller will not, nor will Seller allow its respective Affiliates to, without the Executive's own account prior written consent of Buyer, directly or in conjunction indirectly, (i) hire or attempt to hire away any employee of Buyer or any of its subsidiaries or the Business or persuade any such employee to leave employment with Buyer or on behalf the Business; (ii) solicit, divert, or take away, or attempt to solicit, divert or take away, the business of any other PersonPerson with whom Buyer or the Business has established, solicit or entice away from the Company any officer, employee are actively seeking to establish a business or customer relationship with respect to competing services or products; (iii) accept the business or customer relationship of the Company during the term hereof any Person with whom Buyer or the Non-Competition Period nor engage, hire, employBusiness has established, or induce the employment of any such Person whether or not such officerare actively seeking to establish, employee a business or customer would commit a breach relationship with respect to competing services or products; or (iv) solicit, induce or attempt to induce any salesperson, distributor, supplier, vendor, manufacturer, representative, agent, jobber or other person transacting business with Buyer or the Business to terminate their relationship or association with Buyer or the Business, or to represent, distribute or sell services or products in competition with the business of contract by reason of leaving service Buyer or transferring businessthe Business. (c) The restrictive Seller acknowledges that because a remedy at law for any violation or breach of the provisions hereof shall not prohibit the Executive from (i) having an equity interest of this Section 10.2 may be inadequate, in the securities addition to any relief at law that may be available to Buyer for such violation or breach and regardless of any entity engaged other provision contained in the Triarco Business this Agreement, Buyer will be entitled to injunctive and other equitable relief restraining such violation or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personbreach. (d) The Executive agrees For purposes of this Section, (i) “Restricted Period” means the period commencing on the Closing Date and continuing until the 5th anniversary of the Closing Date, provided that the covenants contained period will be extended to include any period in which Seller is not in compliance with the terms of this Section 10 are reasonable covenants under the circumstancesSection, and further agrees that if (ii) “Restricted Area” means any state in which Buyer conducts the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have Business during the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedRestricted Period.

Non-Competition; Non-Solicitation. (a) a. In consideration of this Agreementthe Incentive Award and severance benefits hereunder, and for other good and valuable consideration, the Executive agrees thatreceipt and sufficiency of which are hereby acknowledged, for during the period ending one year after the termination term of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (this Agreement and during the "Non-Competition Period"), the Executive will " (as defined in paragraph 6(c) below) Payner shall not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with without the prior written consent of the Company, serving anywhere in the world, directly or indirectly, (i) enter into the employ of or render any services to any "Competitive Business" (as defined below); (ii) engage in any Competitive Business for her own account; (iii) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by the Company on the date of termination of this Agreement or who had been employed by the Company within the nine month period prior to the date of termination of this Agreement, except if, at the time of such employment or retention, such person had not been employed by the Company during the nine month period immediately preceding such employment or retention; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a director Competitive Business, any of its customers or other advisor to persons with whom the Company has a contractual relationship. For purposes of this Agreement, a "Competitive Business" shall mean: (a) any person, corporation, partnership, firm or other Person. entity whose primary business is the sale or consignment of off-price apparel and/or off-price fashion accessories; (db) The Executive agrees that any division of a person, corporation, partnership, firm or other entity (but not the covenants contained person, corporation, partnership, firm or other entity itself) whose primary business is internet based selling or consignment, and, in either such case, consists of ten (10) or more brands of off-price apparel and/or off-price fashion accessories; or (c) the off-price divisions of Nordstrom, Saks Fifth Avenue, Neiman Marcus or the off-price division of another retailer of ten (10) or more brands of apparel and/or fashion accessories. However, nothing in this Section 10 are reasonable covenants under the circumstances, and further agrees that if Agreement shall preclude Payner from investing her personal assets in the opinion securities of any corporation or other business entity which is engaged in a court Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in her beneficially owning, at any time, more than 3% of competent jurisdiction, the publicly-traded equity securities of such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedCompetitive Business.

Non-Competition; Non-Solicitation. (a) a. In consideration of this Agreementthe offer of employment, severance benefits and Options to be granted to ▇▇▇▇▇▇ hereunder, and for other good and valuable consideration, the Executive agrees thatreceipt and sufficiency of which are hereby acknowledged, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive Term, ▇▇▇▇▇▇ shall neithernot, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with without the prior written consent of the Company, serving anywhere in the world, directly or indirectly, (i) enter into the employ of or render any services to any Competitive Business; (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by the Company while ▇▇▇▇▇▇ was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a director Competitive Business, any of its customers or other advisor persons with whom the Company has a contractual relationship. For purposes of this Agreement, a “Competitive Business” shall mean any person, corporation, partnership, firm or other entity which sells or has plans to sell ten (10) or more brands of luxury or high-end designer apparel and/or fashion accessories at prices that are consistently discounted to manufacturer’s suggested retail prices. However, nothing in this Agreement shall preclude ▇▇▇▇▇▇ from investing his personal assets in the securities of any corporation or other Personbusiness entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in him beneficially owning, at any time, more than three percent (3%) of the publicly-traded equity securities of such Competitive Business. For purposes of this agreement, the “Non-Competition Term” shall mean a period beginning upon the commencement of the Employment Term and ending on the one (1) year anniversary of the end of the Employment Term. (d) The Executive agrees ▇. ▇▇▇▇▇▇ and the Company agree that the covenants of non-competition and non-solicitation contained in this Section 10 paragraph 6 are reasonable covenants under the circumstances, and further agrees agree that if if, in the opinion of a any court of competent jurisdiction, such restraint is covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such the court shall appear not reasonable and to enforce the remainder thereof of these covenants as so amended. ▇▇▇▇▇▇ agrees that any breach of the covenants contained in this paragraph 6 would irreparably injure the Company. Accordingly, ▇▇▇▇▇▇ agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against ▇▇▇▇▇▇ from any court having jurisdiction over the matter, restraining any further violation of this paragraph 6.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, the Executive agrees that, for During the period (the “Restricted Period”) Commencing on the date hereof and ending one year after on the termination second anniversary of the Executive's employment with the Company by the Company for Cause or by the Termination Date, Executive without Good Reason (the "Non-Competition Period"), the Executive covenants and agrees that he will not, without the Company’s prior written consent, directly or indirectly (whether as a sole proprietorindirectly, partner either on behalf of himself or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal person, firm, corporation or agent other entity (other than on behalf of the Company or through any Person, subsidiary or employee acting as nominee or agentits Affiliates): (i) conduct be employed by, own, manage, control, operate, advise or engage in provide consulting services to any entity or be interested in or associated individual that competes with any Person which conducts or engages the Company in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged areas of T▇▇▇-▇▇▇▇▇▇▇ pension plan administration and health and welfare claims processing in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of geographical areas where the Company or during any of its subsidiaries conducts business or proposes to conduct business (a “Competitive Business”); provided, however, that, notwithstanding the Non-Competition Period; or foregoing, passive ownership of not more than one percent (iv1%) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof outstanding voting or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an other equity interest in the securities of any entity engaged in a Competitive Business, the Triarco Business common stock or any business with respect to comparable equity securities of which the Executive obtained confidential or proprietary data or information, which entity's securities are listed traded on a nationally-recognized national securities exchange or quotation system or traded in the over-the-counter market, shall not be a violation of this Section 6; (ii) solicit or divert any business or any customer from the Company or its Affiliates or assist any person, firm, corporation or other entity in doing so or attempting to do so; (iii) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the extent that such interest does not exceed 5% Company or its Affiliates or assist any person, firm, corporation or other entity in doing so; or (iv) hire, solicit or divert from the Company or its Affiliates any of their respective employees, consultants or agents who have, at any time during the immediately preceding one (1) year period from the date hereof or the Restricted Period, been engaged by the Company or its Affiliates, nor assist any person, firm, corporation or other entity in doing so. As used in this Agreement, the term “Affiliate” shall mean any entity controlling, controlled by or under the common control with the Company. For purposes of this Agreement, “control” shall mean the direct or indirect ownership of fifty (50%) percent or more of the outstanding equity interests securities or voting rights of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or tradedpossession, so long as such interest does not exceed 5% directly or indirectly, of the outstanding equity interests power to direct, or cause the direction of, the management and policies of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personan entity. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration Executive acknowledges that in the course of this Agreementproviding services to the Company he will become familiar with trade secrets and other confidential information concerning the Company and its Affiliates and their predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, Executive agrees thatthat during the Employment Period and for a period of two (2) years thereafter (the “Non-compete Period”), he shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business which manufactures, sells or distributes products and accessories for the period ending one year after printing and publishing industry, including, without limitation, cleaning systems and related consumables, fluid management and ink control systems, web press protection systems, drying systems, blending and packaging services and related services and parts or any business competing for the same customers as the business of the Company or any of its Affiliates as such business exists or is in process and is known to Executive on the date of the termination of the Executive's employment with Employment Period within any geographical area in which the Company by or any of its Affiliates engages or plans to engage in any such business on the Company for Cause or by date of termination of the Employment Period. Nothing herein shall prohibit Executive without Good Reason (from being a passive owner of not more than 1% of the "Non-Competition Period")outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation, provided, however, that Executive will not, is not directly or indirectly responsible for, or does not have control over, the business of such competitor which directly competes with any of the business of the Company or any of its Affiliates on the date of termination of the Employment Period. (whether as b) During the Employment Period and for a sole proprietorperiod of two (2) years thereafter, partner Executive shall not directly or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or indirectly through any Person, subsidiary or employee acting as nominee or agent): another entity (i) conduct induce or engage in or be interested in or associated with attempt to induce any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business employee of any client or counterparty whom the Company served or conducted business with any of its Affiliates (other than an employee of the Company or whose name became known such Affiliate who is responding to the Executive as a potential client or counterparty while in general advertisement seeking to hire such a person) to leave the employ of the Company or during the Non-Competition Period; or (iv) influence such Affiliate, or attempt to influence in any Person that is a contracting party way interfere with the relationship between the Company or such Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Affiliates at any time during the Non-Competition Employment Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, than an employee or customer of the Company during or such Affiliate who is responding to a general advertisement seeking to hire such a person), (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the term hereof Company or any of its Affiliates to cease doing business with the Non-Competition Period nor engage, hire, employCompany or such Affiliate, or induce in any way interfere with the employment of relationship between any such Person whether customer, supplier, licensee or not business relation and the Company or any such officerAffiliate or (iv) disparage in any way the Company or any of its Affiliates or any of their businesses, employee products or customer would commit a breach services or any of contract by reason of leaving service their members, managers, partners, directors, officers or transferring businessemployees. (c) The restrictive provisions hereof If, at the time of enforcement of this Section 8, a court shall not prohibit hold that the Executive from (i) having an equity interest in duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the securities of any entity engaged in parties agree that the Triarco Business maximum duration, scope or any business with respect area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to which revise the Executive obtained confidential or proprietary data or informationrestrictions contained herein to cover the maximum period, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personscope and area permitted by law. (d) The In the event of the breach or a threatened breach by Executive agrees that of any of the covenants contained in provisions of this Section 10 are reasonable covenants under 8, the circumstancesCompany, in addition and further agrees that if supplementary to other rights and remedies existing in the opinion of a its favor, may apply to any court of law or equity of competent jurisdiction, such restraint is not reasonable jurisdiction for specific performance and/or injunctive or other relief in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and order to enforce or prevent any violations of the remainder thereof as so amendedprovisions hereof (without posting a bond or other security). (e) For purposes of this Agreement, “Affiliate” shall mean, with respect to any person, any other person directly or indirectly controlling (including but not limited to all directors and officers of such person), controlled by, or under direct or indirect common control with such person. A person shall be deemed to control another person if such person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors (or equivalent governing body) of such other person or (ii) to direct or cause the direction of the management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise

Non-Competition; Non-Solicitation. (a) In consideration of this AgreementUnless the Majority Holders otherwise consent in writing, the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause so long as any Founder or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, Key Employee is a director, officer, employee, consultant or in a direct or indirect holder of any other capacity as principal Equity Securities of a Group Company and until the later of (a) the consummation of a Qualified IPO, or agent (b) two (2) years after he/she is no longer a director, officer, employee, consultant, or through a direct or indirect holder of any PersonEquity Securities of a Group Company, subsidiary such Founder shall not, and the Company and such Founder shall cause their respective Affiliates and each Key Employee not to, directly or employee acting as nominee or agent):indirectly: (i) conduct own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or engage in otherwise) or be interested in or associated with any Person which conducts or engages participate in the Triarco Business within ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that is related to the United Statesbusiness or otherwise competes with the Group Companies’ business (each a “Restricted Business”); provided, however, the restrictions contained in subsection (i) shall not restrict the acquisition by a Founder or a Key Employee, directly or indirectly, of less than one percent (1%) of the outstanding share capital of any publicly traded company engaged in a Restricted Business; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to solicit any Person engaged in who is or has been at any time a customer of the Triarco Business;Group for the purpose of offering to such customer goods or services similar to or competing with those offered by any Group Company, or canvass or solicit any Person who is or has been at any time a supplier or licensor or customer of any Group Company for the purpose of inducing any such Person to terminate its business relationship with such Group Company; or (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company or endeavor to solicit or entice away any director, officer, consultant or employee or customer of any Group Company. Each of the Company during Founders and the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. Key Employees (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (iihe/she is a party to this Agreement) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive expressly agrees that the covenants limitations set forth in this Section 17.8 are reasonably tailored and reasonably necessary in light of the circumstances. Furthermore, if any provision of this Section 17.8 is more restrictive than permitted by the Laws of any jurisdiction in which a Party seeks enforcement thereof, then this Section 17.8 will be enforced to the greatest extent permitted by Law. Each of the undertakings contained in this Section 10 are reasonable covenants under 17.8 shall be enforceable by each of the circumstances, Group Companies and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power Investors separately and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedindependently.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, the Executive agrees that, for During the period ending beginning on the “Effective Date,” as that term is defined in the Transitional Compensation Agreement of even date herewith, and continuing while Executive is serving as an executive officer of the Company and for one year following the termination of Executive’s employment with the Company, any successor thereto, and its or their subsidiaries (the “Noncompetition Period”), if such termination of employment occurs within one year after the termination Effective Date and Executive becomes entitled to receive the “Non-Compete Payment” as defined in Section 5 of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period")Transitional Compensation Agreement, the Executive will not, within fifty (50) miles of the Company’s headquarters in Rockford, Illinois or within twenty-five (25) miles of any office or branch location in which the Company was conducting business as of the Effective Date, engage in “Competition” with the Company. For purposes of this Confidentiality and Non-Competition Agreement, Competition by Executive shall mean Executive’s: (i) engaging in, including without limitation consulting or start-up activities for Executive’s own account or any third party, the business of commercial banking (including trust and asset management and mortgage banking); or (ii) becoming interested in, or otherwise directly or indirectly (whether being employed by or acting as a sole proprietorconsultant or lender to, partner or venturerrender any services to, stockholder, or being a director, officer, employee, consultant principal, agent, stockholder, manager, member, owner or partner of, employer of, or permitting her name to be used in connection with the activities of any other business or organization (a “Competing Business”) which engages in, or is preparing to engage in, the business of commercial banking (including trust and asset management and mortgage banking); provided, however, that, notwithstanding the foregoing, it shall not be a violation of this Section 2(a) for Executive to become the registered or beneficial owner of up to two (2%) percent of any class of the capital stock of a Competing Business registered under the Securities Exchange Act of 1934, as amended, provided that Executive does not otherwise participate in the business of such corporation. (b) during the Noncompetition Period, Executive will not in any other capacity as principal manner, directly or agent or through any Person, subsidiary or employee acting as nominee or agent):indirectly: (i) conduct solicit (or engage in cause, or authorize, to be interested in solicited), divert or associated otherwise attempt to obtain the business of any person who is, or has at any time within three years prior to the date of such action been, a customer, supplier, licensee or business relation of the Company for any purpose which is competitive with any Person which conducts or engages in the Triarco Business within the United StatesCompany’s business; (ii) take intentionally disturb or attempt to disturb in any action, directly or indirectly, to finance, guarantee or provide adverse respect any other material assistance to business relationship between any Person engaged in person and the Triarco BusinessCompany; (iii) solicit, contact or accept business of solicit from any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ customer of the Company Company, or from any known potential customer of the Company, business which has been the subject of a known written or oral bid, offer or proposal by the Company, or of substantial preparation with a view to making such a bid, proposal or offer, in any case, during the Nontwo-Competition Period; oryear period immediately preceding the termination for any reason whatsoever of her service with the Company; (iv) influence seek or attempt to influence persuade, induce or encourage any Person that is a contracting party with director, officer, employee, consultant, advisor or other agent of the Company to discontinue her or her status or employment therewith or to become employed or otherwise engaged in a Competing Business; and (v) solicit or employ, or otherwise hire or engage as an employee, independent contractor, consultant, advisor or otherwise, any person at any time during within 12 months following the Non-Competition Period to terminate any written date of cessation of employment of such person or oral agreement the termination of such person’s other status, as the case may be, with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration From the Effective Date until the Date of Termination and for a period of one year after the Date of Termination (the “Restricted Period”), Executive shall not directly or indirectly, individually or on behalf of any person other than the Company, (1) own, operate, manage or otherwise engage in a Competitive Business or enter the employ of, or render any services to, any Competitive Business (or any division thereof). For purposes of this Agreement, “Competitive Business” means any individual, corporation, partnership, limited liability company, business or other entity, whether for profit or not-for-profit, which engages or attempts to engage, in the Executive agrees thatoperation, for the period ending one year after the termination management, or ownership of the Executive's employment with the Company by the Company for Cause any business or by the Executive without Good Reason (the "Non-Competition Period")other endeavor, the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal way similar or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known identical to the Executive as a potential client business, operations, or counterparty while in the employ of services that the Company or during the Non-Competition Period; or (iv) influence any of its affiliates currently, or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period Term, operates, manages, owns or provides, or has specific plans to terminate do so; provided, however, that the term “Competing Business” shall exclude Executive’s ownership of up to five percent (5%) of the securities of a company publicly traded on a national securities exchange acquired in open market transactions; (2) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the Effective Date) between the Company or any written of its affiliates and customers, clients, suppliers partners, members or oral agreement investors of the Company or any of its affiliates of which it is reasonable to expect that Executive is aware; or (3) aid or endeavor to solicit or induce any of the Company’s or its affiliates’ employees to leave their employment with the CompanyCompany or such affiliates in order to accept employment with Executive or any other person, corporation, limited liability company, partnership, sole proprietorship or other entity; provided, however, that nothing in this Section 13(a)(3) shall prevent Executive from soliciting any person who responds to a general media advertisement or solicitation. (b) The Executive shall neither, either on If the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained restrictions set forth in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of section would otherwise be determined to be invalid or unenforceable by a court of competent jurisdiction, such restraint is not reasonable in any respect, the parties intend and agree that such court shall have exercise its discretion in reforming the right, power and authority to excise or modify such provision or provisions of these covenants this Agreement to the end that the Executive will be subject to a non-competition or non-solicitation covenant, as applicable, which is reasonable under the circumstances and enforceable by the Company. It is agreed that no adequate remedy at law exists for the parties for violation of this section and that this section may be enforced by any equitable remedy, including specific performance and injunction, without limiting the right of the Company to proceed at law to obtain such relief as may be available to such court it. The running of the Restricted Period shall appear not reasonable and to enforce the remainder thereof as so amendedbe tolled for any period of time during which Executive is in violation of any covenant contained herein, for any reason whatsoever. This Section 13 shall survive this Agreement.

Non-Competition; Non-Solicitation. A. Executive expressly acknowledges and agrees as follows: (ai) H▇▇▇▇▇ compensates its employees, among other things, to develop and to pursue, on H▇▇▇▇▇’▇ behalf, good relationships and goodwill with all customers and potential customers, whether developed by Executive or others within the H▇▇▇▇▇ organization; (ii) Executive will be exposed to, acquire and develop knowledge of Confidential Information including, without limitation, Confidential Information related to H▇▇▇▇▇’▇ customers, operations and its suppliers; (iii) Executive is able to be gainfully employed by other employers in a variety of other industries and businesses that are engaged in businesses that do not involve and are not competitive with any part of H▇▇▇▇▇’▇ business. B. In consideration of this Agreement, the Executive agrees that, for the period ending one year after the termination light of the Executive's employment with foregoing, Executive agrees, that while Executive is employed by H▇▇▇▇▇, and continuing until the Company by expiration of the Company for Cause or by the Executive without Good Reason Covenant Period (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agenthereinafter defined): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business Executive shall not, within the United States; Restricted Territory (ii) take any actionas hereinafter defined), compete with H▇▇▇▇▇, directly or indirectly, to finance, guarantee whether for Executive’s own behalf or provide on behalf of or in conjunction with any other material assistance to any Person engaged person, persons, company, partnership, corporation, or business entity, whether for profit or not-for-profit, by being employed by, participating in, or otherwise being materially connected in the Triarco Business; (iii) solicit, contact or accept business conduct of any client business activity that involves providing products or counterparty whom the Company served services that are like or conducted business with similar to, or whose name became known to the Executive as competitive with, or would replace or be a potential client substitute for, any one or counterparty while in the employ more of the Company products and services provided by H▇▇▇▇▇ (hereinafter “Competitive Products”) if such employment, participation, or during the Non-Competition Period; or connection involves: (iva) influence responsibilities similar to responsibilities Executive had or attempt to influence any Person that is a contracting party with the Company performed for H▇▇▇▇▇ at any time during the Non-Competition Period last eighteen (18) months of Executive’s employment with H▇▇▇▇▇; (b) supervision of employees or other personnel in the provision of Competitive Products; (c) development or implementation of strategies or methodologies related to terminate any written the provision of Competitive Products; (d) marketing or oral agreement with the Companysale of Competitive Products; or (e) responsibilities in which Executive would utilize or disclose Confidential Information. (bii) The Executive shall neithernot compete with H▇▇▇▇▇, either directly or indirectly, whether for Executive’s own behalf or on the Executive's own account behalf of or in conjunction with or on behalf of any other Personperson, solicit or entice away from the Company any officerpersons, employee or customer of the Company during the term hereof or the Non-Competition Period nor engagecompany, hirepartnership, employcorporation, or induce business entity, whether for profit or not-for-profit, by calling upon, contacting, diverting, soliciting, or doing business for or with any “Client” of H▇▇▇▇▇ (as hereinafter defined) for the employment purpose of offering or providing any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessCompetitive Products. (ciii) The restrictive provisions hereof Executive shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business directly or any business with respect to which the Executive obtained confidential or proprietary data or informationindirectly, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with without the prior written consent of the CompanyH▇▇▇▇▇, serving as a director (a) induce, solicit, entice, or encourage any officer, director, employee, or other advisor individual to leave his or her employment with H▇▇▇▇▇, (b) induce, solicit, entice, or encourage any officer, director, employee, or other Personindividual to compete in any way with the products and services of H▇▇▇▇▇, or to violate the terms of any employment, non-competition, confidentiality, or similar agreement with H▇▇▇▇▇ or (c) employ, offer to employ, contract with, offer to contract with, or do business with any officer, director, employee, or other individual who is employed by H▇▇▇▇▇. C. For purposes of this paragraph “12”, the Covenant Period shall be twenty-four (24) months after the Executive’s last day of active employment with H▇▇▇▇▇, regardless of the reason underlying the termination of Executive’s employment. D. Executive acknowledges that many of H▇▇▇▇▇’▇ services are remedial in nature and, as such, its customers may utilize H▇▇▇▇▇’▇ services on an infrequent basis over an extended period of time or following a protracted sales effort over an extended period of time. Executive also acknowledges that because of his position, he will likely have knowledge of H▇▇▇▇▇’▇ customers through access to Confidential Information, whether or not located within the Restricted Territory (hereinafter defined). Accordingly, for purposes of this paragraph “12”, the term “Client” shall mean: (a) any customer or potential customer of H▇▇▇▇▇ upon whom Executive, during the last eighteen (18) months of Executive’s employment with H▇▇▇▇▇, called upon or with whom Executive had any contact, or as to whom Executive was involved in regard to planning, marketing, conducting, or overseeing an offer to sell products or perform services; (b) any customer as to whom Executive assisted in selling products or providing services, or as to whom Executive was involved in regard to planning, marketing, conducting, or overseeing the offer to sell products or perform services if the customer received any products or services from H▇▇▇▇▇ during the last eighteen (18) months of Executive’s employment with H▇▇▇▇▇; (c) any potential customer of H▇▇▇▇▇ whose identity Executive learned during the eighteen (18) months of Executive’s employment with H▇▇▇▇▇ or learned from Confidential Information at any time; or (d) The any customer for whom H▇▇▇▇▇ has provided products or services to at any time during the thirty-six (36) months preceding the last day of the Executive’s employment with H▇▇▇▇▇ and whose identity as a H▇▇▇▇▇ customer Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in learned from Confidential Information at any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedtime.

Non-Competition; Non-Solicitation. (a) In consideration For a period of this Agreementthree (3) years commencing on the Closing Date, the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionneither Seller will, directly or indirectly, to finance(i) engage in or assist others in engaging in any Competitive Activity; (ii) have an interest in any Competitor in any capacity, guarantee including as a partner, stockholder, member, principal, agent, trustee or provide any other material assistance to any Person engaged in the Triarco Business; consultant; or (iii) solicitintentionally interfere in any material respect with the business relationships between Buyer and customers or suppliers of the Mediasite Business as of the date of this Agreement. Notwithstanding the foregoing, contact either Seller may (x) own, directly or accept business indirectly, solely as an investment, securities of any client Person traded on any national securities exchange if such Seller is not a controlling Person of, or counterparty whom a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person, and (y) continue to conduct the Company served or conducted Retained Business, including using the Customer List to solicit business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence long as no such business involves any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the CompanyCompetitive Activity. (b) The Executive shall neither, either For a period of three (3) years commencing on the Executive's own account Closing Date, neither Seller will, directly or in conjunction indirectly, hire or solicit any Transferred Employee who was hired by Buyer or any independent contractor engaged by B▇▇▇▇ or encourage any Transferred Employee or independent contractor to leave his or her employment or service relationship with or on behalf Buyer without the written consent of Buyer; provided that (i) the foregoing shall not apply to any other Person, solicit or entice away from the Company any officer, such employee or customer independent contractor who was not employed or engaged by Buyer or any of its Subsidiaries (including the Company during Transferred Companies) for at least a 12 month period immediately prior to the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment commencement of any such Person whether solicitation and (ii) the prohibition on solicitation (but not hiring) shall not apply to any generalized searches for employees by use of advertisements in the media which are not targeted at employees of Buyer or not such officerany of its Subsidiaries (including the Transferred Companies). For the avoidance of doubt, employee nothing contained herein shall prohibit or customer would commit a breach otherwise restrict Sellers from soliciting, hiring or engaging any Transferred Employee or independent contractor whose service relationship with Buyer or any of contract its Subsidiaries is terminated by reason Buyer or any of leaving service or transferring businessits Subsidiaries. (c) The restrictive provisions hereof shall covenants and undertakings contained in this Section 8.3 relate to matters which are of a special, unique and extraordinary character and a violation of any of the terms of this Section 8.3 will cause irreparable injury to Buyer, the amount of which may be impossible to estimate or determine and which cannot prohibit be adequately compensated. Accordingly, the Executive remedy at law for any breach of this Section 8.3 will be inadequate, and Buyer will be entitled to an injunction, restraining order or other equitable relief from (i) having an equity interest any court of competent jurisdiction in the securities event of any entity engaged breach of this Section 8.3 without the necessity of proving actual damages or posting any bond whatsoever. The rights and remedies provided by this Section 8.3 are cumulative and in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor addition to any other Personrights and remedies which B▇▇▇▇ may have hereunder or at law or in equity. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstancesparties agree that, and further agrees that if in the opinion of a any court of competent jurisdictionjurisdiction in a final nonappealable judgment determines that a specified time period, such restraint a specified geographical area, a specified business limitation or any other relevant feature of this Section 8.3 is not reasonable in any respectunreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation or other relevant feature which is determined by such court shall have to be reasonable, not arbitrary and not against public policy may be enforced against the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedapplicable party.

Non-Competition; Non-Solicitation. (ai) In consideration of this Agreement, the Executive agrees that, for the period ending one year after the termination of the During Executive's ’s employment with the Company by or its Affiliated Entities and for twenty-four (24) months following the Company termination thereof for Cause or by the Executive without Good Reason any reason (the "Non-Competition “Restricted Period"”), the Executive will shall not, within the Territory (as defined below) directly or indirectly (whether as a sole proprietorindirectly, partner own, manage, operate, control, consult with, be employed by, participate in the ownership, management, operation or venturercontrol of, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct otherwise render services to or engage in, any business engaged in or be interested in competitive with the businesses conducted by the Company or associated with any Person which conducts of its Affiliated Entities; provided, that the Executive’s ownership of securities of 2% or engages in the Triarco Business within the United States;less of any publicly traded class of securities of a public company shall not violate this paragraph. (ii) take Throughout the Restricted Period, the Executive shall not solicit for business or accept the business of, any actionperson or entity who is, or was at any time within the previous twelve (12) months, a Customer (as defined below) of the Company or any of its Affiliated Entities. (iii) Throughout the Restricted Period, the Executive shall not, directly or indirectly, to financeemploy, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact for employment, or accept business otherwise contract for or hire, the services of any client individual who is then an employee of or counterparty whom consultant to the Company served or conducted business with any of its Affiliated Entities or whose name became known to the Executive as a potential client or counterparty while in the employ who was an employee of the Company or any of its Affiliated Entities during the Non-Competition Period; ortwelve (12) month period preceding the termination of his employment. (iv) influence Throughout the Restricted Period, the Executive shall not take any action that could reasonably be expected to have the effect of encouraging or attempt inducing any employee, consultant, representative, officer, or director of the Company or any of its Affiliated Entities to influence any Person that is a contracting party cease their relationship with the Company at or any time during the Non-Competition Period to terminate of its Affiliated Entities for any written or oral agreement with the Companyreason. (bv) The For purposes of this Employment Agreement, the term “Territory” shall mean throughout the area comprising the Company’s or any of its Affiliated Entities, as applicable, market for its services and products within which area Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company was materially concerned during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. twelve (c12) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, month period prior to the extent that such interest does not exceed 5% termination of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other PersonExecutive’s employment. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of this AgreementThe Employee acknowledges that during the Employee’s relationship with the Company, the Executive Company will be providing the Employee, and the Employee will receive from the Company, special training and knowledge, including Confidential Information (as defined herein above). The Employee acknowledges that this Confidential Information is valuable to the Company and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by this covenant not to compete. Therefore, the Employee agrees thatwhile employed by, contracted, with, or otherwise engaged with the Company or any of its affiliated entities and for the a period ending one year of two (2) years after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period")such relationship, the Executive will Employee shall not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in without the Triarco Business within the United States; (ii) take any actionCompany’s prior written consent, directly or indirectly: become an owner, to financepartner, guarantee employee, independent contractor, agent, or provide otherwise involved with any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business that competes with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt provides management services to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with within a twenty (20) mile radius of the Company’s location(s). (b) The Executive shall neither, either on the Executive's own account Employee agrees and covenants that while employed by or in conjunction otherwise engaged with or on behalf of any other Person, solicit or entice away from the Company any officerand for a period of two (2) years after the termination of such relationship, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof Employee shall not prohibit the Executive from either (i) having an equity interest in the securities of any entity engaged in the Triarco Business directly as a partner, employer, agent, independent contractor, or any business with respect to which the Executive obtained confidential employee, or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as indirectly through a passive investor corporation, partnership, affiliate, subsidiary, or otherwise, unless approved by the Company: (a) solicit, induce, or attempt to induce, in an entity engaging in the Triarco Business connection with any business competitive with that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director patients of the Company to cease using the Company; or (b) solicit, induce, or attempt to induce, any employee, consultant, referral source, owner, or other advisor persons associated with the Company to leave the employment of, or to discontinue their association with the Company. Failure to adhere to the covenants herein will result in discipline, up to and including immediate termination of this Agreement, and may result in other legal action being taken by the Company with respect to any other Person. (d) The Executive agrees that breach of the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedherein.

Non-Competition; Non-Solicitation. (ai) In consideration The Executive agrees that (A) during the term of this AgreementExecutive’s employment with the Company and, (B) during the 12-month period following the termination of Executive’s employment with the Company for any reason (the “Non-Competition Period”) within the Restricted Territory, the Executive agrees thatshall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Company’s Business. Notwithstanding the foregoing, (x) the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and (y) if the Board terminates the Executive’s employment following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this subparagraph 7(b)(i), the “Non-Competition Period” shall be the 3-month period ending one year after the following such termination of the Executive's employment with ’s employment. (ii) During the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will shall not, directly or indirectly indirectly: (whether as 1) offer to hire, divert, entice away, solicit or in any other manner persuade, or attempt to do any of the foregoing (each, a sole proprietor“Solicitation”), partner or venturer, stockholder, director, for any person who is an officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ board member of the Company or during any Company Managed Fund to accept employment or an engagement with a third party or engage in a Solicitation with respect to any person or entity who is, or was, at any time within six months prior to the Non-Competition PeriodSolicitation, an officer, employee, agent or consultant of the Company or any Company Managed Fund to work for a third party engaged in the Company’s Business or to engage in any of the activities hereby prohibited with respect to the Executive under this subparagraph 7(b)(ii); (2) solicit, divert, entice away or in any other manner persuade, or attempt to do any of the foregoing, on (1) any actual or prospective customer of or investor in the Company or any Company Managed Fund to become a customer of or investor in any third party engaged in the Company’s Business or (2) any customer or investor to cease doing business with the Company or any Company Managed Fund; or (iv3) influence make any statements or attempt perform any acts intended to influence advance the interest of any Person person engaged in or proposing to engage in the Company’s Business in any way that is a contracting party with intended to injure the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer interests of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other PersonCompany Managed Fund. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of order to induce the Company to enter into this Agreement, until the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): earlier of: (i) conduct termination of this Agreement or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionexpiration of four (4) years from the Closing (the “Non Compete Period”), Shaked shall not, and shall cause affiliates controlled by him not to, directly or indirectly: 4.3.1 engage, to financepromote, guarantee establish, market, become or provide be financially interested in, consult with or for, or associate in a business relationship with, or in any manner become involved, in any other material assistance to person, business (or any Person engaged component thereof), occupation, work, operation or any other activity, anywhere in the Triarco Business; (iii) solicitworld, contact which engages or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known intends to the Executive as a potential client or counterparty while engage in the employ developing, producing, offering, distributing, licensing, selling or supporting of products or services similar to, or that competes with the business (or any component thereof), products and services of the Company and any of its affiliates, as currently conducted and as currently proposed by the Company to be conducted by the Company (a “Competing Business”); 4.3.2 solicit the services, hire or retain any person employed or engaged by the Company and/or any of its affiliates as employees or contractors during the Non-Competition Compete Period; or, or otherwise encourage or induce any such employee or contractor to terminate their engagement with the Company and/or any of its affiliates by their resignation, retirement or otherwise or to become an employee, contractor, consultant or service provider of any person other than the Company and/or its affiliates. The foregoing shall not apply to approaches initiated by persons employed or engaged by the Company and/or any of its affiliates, including as a response to general solicitation of employment, at any time after the lapse of 18 months from the Closing or if CEO was not aware that such persons were employed or engaged by the Company and had no active involvement in their hiring; (iv) influence 4.3.3 solicit or otherwise encourage or call on any actual or potential customer, supplier, distributor, vendor, service provider or agent of the Company and/or any of its affiliates prior to the Closing for any Competing Business or influence, induce or attempt to influence or induce any Person that is a contracting party with the Company at any time during the Non-Competition Period customer, supplier, distributor, vendor, service provider or agent to terminate terminate, reduce or adversely modify any written or oral agreement agreement, relationship, or course of dealing with the Company.Company and/or any of its affiliates; and (b) The Executive 4.3.4 without limiting the generality of the foregoing, register or challenge any intellectual property rights owned, used or otherwise licensed by the Company and/or any of its subsidiaries. Inconsideration for the obligations and undertakings under this Section 4.3, the Company shall neither, either pay Shaked on the Executive's own account or Termination Date $400,000. Shaked acknowledges that in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer light of the Company during length of time that the term hereof or CEO and ▇▇. ▇▇▇▇▇▇ served as the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent chief executive officer of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the foregoing payment and the critical significance of the covenants contained in under this Section 10 4.3 to the Company’s business, the covenants under this Section 4.3 are reasonable covenants and fair under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (ai) In consideration of this Agreement, the Executive agrees that, for During the period beginning on the Effective Date and ending one year after 12 months following the termination of date on which the Executive's ’s employment with the Company is terminated for any reason (the “Non-Compete Period”), the Executive covenants and agrees not to, and shall cause her affiliates not to, directly or indirectly anywhere in the world, conduct, manage, operate, engage in or have an ownership interest in any business or enterprise that (A) manufactures, sells, distributes or develops abuse-deterrent orally delivered pharmaceuticals, (B) uses any trademarks, tradenames or slogans similar to those of the Company or its affiliates; or (C) is engaged in any other activities that are otherwise competitive with the business of the Company or its affiliates as conducted or proposed to be conducted as of the termination date (collectively, the “Business”). Notwithstanding anything herein to the contrary, if the Executive’s employment with the Company is terminated by the Company for without Cause or by the Executive without for Good Reason (Reason, in each case, within 24 months following a Change in Control, the "Non-Competition Period")Compete Period shall be a period of 24 months. Notwithstanding the foregoing, nothing herein shall preclude the Executive will not, directly or indirectly (whether from performing any duties as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal agent of the Company or agent its affiliates or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionowning, directly or indirectly, in the aggregate less than 5% of any business competitive with the Company or its affiliates that is subject to financethe reporting obligations of the 1934 Act. (ii) During the Non-Compete Period, guarantee the Executive shall not, and shall cause her affiliates to not, directly or provide indirectly, call-on, solicit or induce any customer or other business relationship of the Company or its affiliates for the provision of products or services related to the business of the Company or in any other material assistance to any Person engaged in manner that would otherwise interfere with the Triarco Business;business relationship between the Company and its affiliates and their respective customers and other business relationships. (iii) solicitDuring the Non-Compete Period, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client shall not, and shall cause her affiliates to not, directly or counterparty while in the employ indirectly, call-on, solicit or induce, any employee of the Company or during its affiliates to leave the Non-Competition Period; or (iv) influence employ of, or attempt to influence any Person that is a contracting party with terminate its relationship with, the Company or its affiliates for any reason whatsoever, nor shall the Executive offer or provide employment (whether such employment is for the Executive or any other business or enterprise), either on a full-time, part-time or consulting basis, to any person who then currently is, or within six (6) months immediately prior thereto was, an employee or independent contractor of the Company; provided, however, the foregoing shall not prohibit a general solicitation to the public through general advertising or similar methods of solicitation not specifically directed at any time during the Non-Competition Period to terminate any written or oral agreement with employees of the Company. (biv) The Executive acknowledges and agrees that the provisions of this Section 8 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates. The Executive shall neithernot contest that the Company’s and the Company’s affiliates’ remedies at law for any breach or threat of breach by the Executive or any of her affiliates of the provisions of this Section 8 will be inadequate, either on and that the Executive's own account Company and its affiliates shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 8 and to enforce specifically such terms and provisions, in conjunction with addition to any other remedy to which the Company or on behalf its affiliates may be entitled at law or equity. The restrictive covenants contained in this Section 8 are covenants independent of any other Person, solicit provision of this Agreement or entice away from any other agreement between the parties hereunder and the existence of any claim which the Executive may allege against the Company under any officer, employee other provision of this Agreement or customer any other agreement will not prevent the enforcement of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessthese covenants. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (dv) The Executive agrees expressly acknowledges that the covenants contained in this Section 10 8(b) are reasonable covenants under a material part of the circumstancesconsideration bargained for by the Company and, without the agreement of the Executive to be bound by such covenants, the Company would not have agreed to enter into this Agreement. (vi) If any of the provisions contained in this Section 8(b) shall for any reason be held to be excessively broad as to duration, scope, activity or subject, then such provision shall be construed by limiting and further agrees that if in reducing it, so as to be valid and enforceable to the opinion of maximum extent compatible with the applicable law or the determination by a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (ai) In consideration of this Agreement, the Executive agrees that, for During the period beginning on the Effective Date and ending one year after [ ](1) months following the termination of date on which the Executive's ’s employment with the Company by the Company is terminated for Cause or by the Executive without Good Reason any reason (the "later being referred to herein as the “Non-Competition Compete Period"”), the Executive will notcovenants and agrees not to, and shall cause his affiliates not to, directly or indirectly anywhere in [SPECIFY GEOGRAPHICAL SCOPE], conduct, manage, operate, engage in or have an ownership interest in any business or enterprise that (whether A) [SPECIFY SCOPE OF BUSINESS], (B) uses any trademarks, tradenames or slogans similar to those of the Company or its affiliates; or (C) is engaged in any other activities that are otherwise competitive with the business of the Company or its affiliates as conducted or proposed to be conducted as of the Termination Date (collectively, the “Business”). Notwithstanding the foregoing, nothing herein shall preclude the Executive from performing any duties as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal agent of Company or agent its affiliates or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionowning, directly or indirectly, in the aggregate (1) Typically equal to financethe severance period. less than 5% of any business competitive with the Company or its affiliates that is subject to the reporting obligations of the Securities Exchange Act of 1934, guarantee as amended. (ii) During the Non-Compete Period, the Executive shall not, and shall cause his affiliates to not, directly or provide indirectly, call-on, solicit or induce any customer or other business relationship of the Company or its affiliates for the provision of products or services related to the business of the Company or in any other material assistance to any Person engaged in manner that would otherwise interfere with the Triarco Business;business relationship between the Company and its affiliates and their respective customers and other business relationships. (iii) solicitDuring the Non-Compete Period, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client shall not, and shall cause his affiliates to not, directly or counterparty while in the employ indirectly, call-on, solicit or induce, any employee of the Company or during its affiliates to leave the Non-Competition Period; or (iv) influence employ of, or attempt to influence any Person that is a contracting party with terminate its relationship with, the Company or its affiliates for any reason whatsoever, nor shall the Executive offer or provide employment (whether such employment is for the Executive or any other business or enterprise), either on a full-time, part-time or consulting basis, to any person who then currently is, or within six (6) months immediately prior thereto was, an employee or independent contractor of the Company; provided, however, the foregoing shall not prohibit a general solicitation to the public through general advertising or similar methods of solicitation not specifically directed at any time during the Non-Competition Period to terminate any written or oral agreement with employees of the Company. (biv) The Executive acknowledges and agrees that the provisions of this Section 8 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates. The Executive shall neithernot contest that the Company’s and the Company’s affiliates’ remedies at law for any breach or threat of breach by the Executive or any of his or her affiliates of the provisions of this Section 8 will be inadequate, either on and that the Executive's own account Company and its affiliates shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 8 and to enforce specifically such terms and provisions, in conjunction with addition to any other remedy to which the Company or on behalf its affiliates may be entitled at law or equity. The restrictive covenants contained in this Section 8 are covenants independent of any other Person, solicit provision of this Agreement or entice away from any other agreement between the parties hereunder and the existence of any claim which the Executive may allege against the Company under any officer, employee other provision of this Agreement or customer any other agreement will not prevent the enforcement of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessthese covenants. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (dv) The Executive agrees expressly acknowledges that the covenants contained in this Section 10 8(b) are reasonable covenants under a material part of the circumstancesconsideration bargained for by the Company and, without the agreement of the Executive to be bound by such covenants, the Company would not have agreed to enter into this Agreement. (vi) If any of the provisions contained in this Section 8(b) shall for any reason be held to be excessively broad as to duration, scope, activity or subject, then such provision shall be construed by limiting and further agrees that if in reducing it, so as to be valid and enforceable to the opinion of maximum extent compatible with the applicable law or the determination by a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration The Company shall provide Executive access to Confidential Information for use only during the Employment Period, and Executive acknowledges and agrees that the Company will be entrusting Executive, in Executive’s unique and special capacity, with developing the goodwill of the Company, and as an express incentive for the Company to enter into this Agreement and employ Executive hereunder, Executive has voluntarily agreed to the covenants set forth in this Section 10. Executive agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Executive undue hardship, and are material and substantial parts of this AgreementAgreement intended and necessary to prevent unfair competition and to protect the Company’s Confidential Information, goodwill, customer relationships, and legitimate business interests. (b) During the Prohibited Period, Executive agrees thatshall not, for without the period ending one year after the termination prior written approval of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will notBoard, directly or indirectly (whether as a sole proprietorindirectly, partner for Executive or venturer, stockholder, director, officer, employee, consultant on behalf of or in conjunction with any other capacity as principal person or agent or through entity of any Person, subsidiary or employee acting as nominee or agent):nature: (i) conduct or engage in or be interested participate within the Market Area in competition with the Company in any aspect of the Business, which prohibition shall prevent Executive from directly or associated indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any Person which conducts or engages the Company in the Triarco Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business within in the United StatesMarket Area in competition, or anticipated competition, with the Company in any capacity (with respect to this clause (B)) in which Executive’s duties or responsibilities: (x) are the same as or similar to the duties or responsibilities that Executive had on behalf of the Company, (y) involve direct or indirect oversight of, or responsibility for, duties or responsibilities that are the same or similar to the duties or responsibilities that Executive had on behalf of the Company, or (z) otherwise involve Executive having responsibilities with respect to the Business; (ii) take appropriate any actionBusiness Opportunity of, directly or indirectlyrelating to, to finance, guarantee or provide any other material assistance to any Person engaged the Company located in the Triarco BusinessMarket Area; (iii) solicit, contact canvass, approach, encourage, entice or accept business induce any customer or supplier of any client or counterparty whom the Company served with whom or conducted business with or whose name became known to the which Executive as a potential client or counterparty while in the employ had contact on behalf of the Company or during about whom or which Executive obtained Confidential Information in the Nonfinal twenty-Competition Periodfour (24) months of his employment with the Company to cease or lessen such customer’s or supplier’s business with the Company; or (iv) influence solicit, canvass, approach, encourage, entice or attempt to influence induce any Person that is a contracting party with employee or contractor of the Company at any time during the Non-Competition Period to terminate any written his, her or oral agreement its employment or engagement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof For the avoidance of doubt, Section 10(b)(i)(B) above shall not prohibit prevent Executive, following the Executive Termination Date, from (i) having an equity interest being employed or engaged by a diversified entity that engages in the securities Business, so long as: (x) such entity’s revenues associated with that part of any entity engaged in the Triarco Business or any its business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, that relate to the extent that such interest does not exceed 5% of the outstanding equity interests Business are less than ten (10%) of such entity, ’s revenues; and (iiy) investing as a passive investor in an entity engaging in Executive’s direct and indirect responsibilities do not relate to the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other PersonBusiness. (d) The Executive agrees that Because of the difficulty of measuring economic losses to the Company as a result of a breach or threatened breach of the covenants contained set forth in Section 9 and in this Section 10 are reasonable covenants under the circumstances10, and further agrees because of the immediate and irreparable damage that if may be caused to the Company for which they would have no other adequate remedy, the Company shall be entitled to seek to enforce the foregoing covenants, in the opinion event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the 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. The aforementioned equitable relief shall not be the Company’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company at law and equity. (e) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restraint is not reasonable in any respectrestrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, such court and this Agreement shall thereby be reformed. (f) The following terms shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.following meanings:

Non-Competition; Non-Solicitation. (a) In The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and in consideration of this Agreement, the Executive agrees that, Company providing Employee with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, customer and employee relationships, goodwill and legitimate business interests. (b) During the period ending one year that Employee is employed by any member of the Company Group and continuing for twelve (12) months after the termination period that Employee is no longer employed by any member of the Executive's employment with Company Group, Employee shall not, without the Company by prior written approval of the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will notBoard, directly or indirectly (whether as a sole proprietorindirectly, partner for Employee or venturer, stockholder, director, officer, employee, consultant on behalf of or in conjunction with any other capacity as principal person or agent or through entity of any Person, subsidiary or employee acting as nominee or agent):nature: (i) conduct or engage in or be interested participate within the Market Area in or associated competition with any Person member of the Company Group in any aspect of the Business, which conducts prohibition shall prevent Employee from directly or engages indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Triarco Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business within in the United StatesMarket Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities involve direct or indirect oversight of, or responsibility for, duties or responsibilities that are the same or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group; (ii) take solicit, canvass, approach, encourage, entice or induce any action, directly customer or indirectly, supplier of any member of the Company Group with whom or which Employee had contact on behalf of any member of the Company Group or about whom or which Employee obtained Confidential Information or for whom or which Employee had direct or indirect responsibilities on behalf of the Company Group to finance, guarantee cease or provide any other material assistance to any Person engaged lessen such customer’s or supplier’s business in the Triarco Business;Market Area with any member of the Company Group; or (iii) solicit, contact canvass, approach, encourage, entice or accept business induce any employee or contractor of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ member of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period Group to terminate his, her or its employment or engagement with any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer member of the Company during the term hereof Group or the Non-Competition Period nor engage, hire, employ, hire or induce the employment engage any employee or contractor of any such Person whether or not such officer, employee or customer would commit a breach member of contract by reason of leaving service or transferring businessthe Company Group. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court following terms shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.following meanings:

Non-Competition; Non-Solicitation. (a) In consideration The Company shall provide Executive access to Confidential Information for use only during the Employment Period, and Executive acknowledges and agrees that the Company Group will be entrusting Executive, in Executive’s unique and special capacity, with developing the goodwill of the Company Group, and as an express incentive for the Company to enter into this Agreement and employ Executive hereunder, Executive has voluntarily agreed to the covenants set forth in this Section 10. Executive agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Executive undue hardship, and are material and substantial parts of this AgreementAgreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill, customer relationships, and legitimate business interests. (b) During the Prohibited Period, Executive agrees thatshall not, for without the period ending one year after the termination prior written approval of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will notBoard, directly or indirectly (whether as a sole proprietorindirectly, partner for Executive or venturer, stockholder, director, officer, employee, consultant on behalf of or in conjunction with any other capacity as principal person or agent or through entity of any Person, subsidiary or employee acting as nominee or agent):nature: (i) conduct or engage in or be interested participate within the Market Area in or associated competition with any Person member of the Company Group in any aspect of the Business, which conducts prohibition shall prevent Executive from directly or engages indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Triarco Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business within in the United StatesMarket Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Executive’s duties or responsibilities: (x) are the same as or similar to the duties or responsibilities that Executive had on behalf of any member of the Company Group, (y) involve direct or indirect oversight of, or responsibility for, duties or responsibilities that are the same or similar to the duties or responsibilities that Executive had on behalf of any member of the Company Group, or (z) otherwise involve Executive having responsibilities with respect to the Business; (ii) take appropriate any actionBusiness Opportunity of, directly or indirectlyrelating to, to finance, guarantee or provide any other material assistance to any Person engaged member of the Company Group located in the Triarco BusinessMarket Area; (iii) solicit, contact canvass, approach, encourage, entice or accept business induce any customer or supplier of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ member of the Company Group with whom or during which Executive had contact on behalf of any member of the Non-Competition PeriodCompany Group or about whom or which Executive obtained Confidential Information in the final 24 months of his employment with the Company to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or (iv) influence solicit, canvass, approach, encourage, entice or attempt to influence induce any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written employee or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf contractor of any other Person, solicit or entice away from the Company any officer, employee or customer member of the Company during Group to terminate his, her or its employment or engagement with any member of the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessCompany Group. (c) The restrictive provisions hereof For the avoidance of doubt, Section 10(b)(i)(B) above shall not prohibit prevent Executive, following the Executive Termination Date, from (i) having an equity interest being employed or engaged by a diversified entity that engages in the securities Business, so long as: (x) such entity’s revenues associated with that part of any entity engaged in the Triarco Business or any its business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, that relate to the extent that such interest does not exceed 5% of the outstanding equity interests Business are less than ten (10%) of such entity, ’s revenues; and (iiy) investing as a passive investor in an entity engaging in Executive’s direct and indirect responsibilities do not relate to the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other PersonBusiness. (d) The Executive agrees that Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants contained set forth in Section 9 and in this Section 10 are reasonable covenants under the circumstances10, and further agrees because of the immediate and irreparable damage that if may be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to seek to enforce the foregoing covenants, in the opinion event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the 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. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. (e) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restraint is not reasonable in any respectrestrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, such court and this Agreement shall thereby be reformed. (f) The following terms shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.following meanings:

Non-Competition; Non-Solicitation. (a) a. In consideration of this Agreementthe offer of employment, severance benefits and Options to be granted to ▇▇▇▇▇ hereunder, and for other good and valuable consideration, the Executive agrees thatreceipt and sufficiency of which are hereby acknowledged, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive Term, ▇▇▇▇▇ shall neithernot, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with without the prior written consent of the Company, serving anywhere in the world, directly or indirectly, (i) enter into the employ of or render any services to any Competitive Business; (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity; (iv) employ or retain, or have or cause any other person or entity to employ or retain, any person who was employed or retained by the Company while ▇▇▇▇▇ was employed by the Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a director Competitive Business, any of its customers or other advisor persons with whom the Company has a contractual relationship. For purposes of this Agreement, a “Competitive Business” shall mean any person, corporation, partnership, firm or other entity which sells or has plans to sell ten (10) or more brands of luxury or high-end designer apparel and/or fashion accessories at prices that are consistently discounted to manufacturer’s suggested retail prices. However, nothing in this Agreement shall preclude ▇▇▇▇▇ from investing his personal assets in the securities of any corporation or other Personbusiness entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in him beneficially owning, at any time, more than three percent (3%) of the publicly-traded equity securities of such Competitive Business. For purposes of this agreement, the “Non-Competition Term” shall mean a period beginning upon the commencement of the Employment Term and ending on the two (2) year anniversary of the end of the Employment Term. (d) The Executive agrees ▇. ▇▇▇▇▇ and the Company agree that the covenants of non-competition and non-solicitation contained in this Section 10 paragraph 6 are reasonable covenants under the circumstances, and further agrees agree that if if, in the opinion of a any court of competent jurisdiction, such restraint is covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such the court shall appear not reasonable and to enforce the remainder thereof of these covenants as so amended. ▇▇▇▇▇ agrees that any breach of the covenants contained in this paragraph 6 would irreparably injure the Company. Accordingly, ▇▇▇▇▇ agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against ▇▇▇▇▇ from any court having jurisdiction over the matter, restraining any further violation of this paragraph 6.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, The Executive acknowledges (i) that in the Executive agrees that, for the period ending one year after the termination course of the Executive's ’s employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will notbecome familiar with trade secrets and customer lists of, directly or indirectly (whether as a sole proprietorand other confidential information concerning, partner or venturerthe Company and its Affiliates, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; customers and clients and (ii) take any actionthat the Executive’s services will be of special, directly or indirectly, unique and extraordinary value to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neitheragrees that, either on during the Employment Term and for a period of one year following the Executive's own account or in conjunction with or on behalf ’s termination of employment for any other Person, solicit or entice away from reason (the Company any officer, employee or customer of the Company during the term hereof or the “Non-Competition Period nor engagePeriod”), hirethe Executive shall not in any manner, employdirectly or indirectly, alone or through any person, firm, corporation or enterprise or as a member of a partnership or as an officer, director, stockholder, investor or employee of or advisor or consultant to any person, firm, corporation or enterprise or otherwise, engage or be engaged, or induce assist any other person, firm, corporation or enterprise in engaging or being engaged (collectively, the employment “Restricted Activity”) in any Competitive Activity (as defined below). For the purposes of this Section 12, a “Competitive Activity” shall mean, unless otherwise determined by the Board, a business that (i) is being conducted by the Company or any Affiliate at the time in question and (ii) was being conducted, or was under active consideration to be conducted, by the Company or any Affiliate, at the date of the termination of the Executive’s employment. It is agreed and understood that the prohibitions provided for in this Section 12(b) shall not restrict the Executive from (x) engaging in Restricted Activity for any subsidiary, division or Affiliate or unit of a company (collectively a “Related Entity”) if that Related Entity is not engaged in a Competitive Activity, irrespective of whether some other Related Entity of that company engages in what would otherwise be considered to be a Competitive Activity (as long as Executive does not engage in Restricted Activity for such Person whether other Related Entity); or (y) providing services to a business that is engaged in a Competitive Activity determined with respect to the Company generally but not such officerwith respect to the NeuroCare division of the Company, employee or customer would commit a breach of contract as determined by reason of leaving service or transferring businessthe Company in its reasonable discretion. (c) The restrictive provisions hereof Executive further agrees that during the Non-Competition Period the Executive shall not prohibit the Executive from (i) having an equity interest in the securities any manner, directly or indirectly, solicit or recruit (or attempt to solicit or recruit) any employee of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential advisor or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, consultant to the extent Company or its Affiliates to terminate such person’s employment or advisor or consultant relationship with the Company or its Affiliates, work for a person other than the Company or its Affiliates, work as an independent contractor, or engage in any activity that would cause any such interest does not exceed 5% of employee, advisor or consultant to violate any agreement with the outstanding equity interests of such entity, Company or its Affiliates; (ii) investing as a passive investor in an entity engaging any manner, directly or indirectly, hire or cause to be hired any employee of or advisor or consultant to the Company or any of its Affiliates for any purpose or in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity any capacity whatsoever; or (iii) in connection with the prior written consent any business to which Section 12(b) applies, call on, service, solicit or otherwise do business with any customer of the CompanyCompany or any of its Affiliates; provided, serving as a director however, that the restriction contained in clause (iii) of this Section 12(c) shall not apply to, or other advisor to any other Personinterfere with, the proper performance by the Executive of the duties and responsibilities under Section 3 of this Agreement. (d) The Executive agrees that the covenants contained Nothing in this Section 10 are reasonable covenants under 12 shall prohibit the circumstancesExecutive from being a passive owner of not more than two percent (2%) of the outstanding common stock, capital stock and further agrees that if equity of any firm, corporation or enterprise so long as the Executive has no active participation in the opinion management or business of such firm, corporation or enterprise. (e) If the restrictions stated herein are found by a court of competent jurisdictionto be unreasonable, the parties hereto agree that the maximum period, scope or geographical area reasonable under such restraint is not reasonable in any respectcircumstances shall be substituted for the stated period, such scope or area and that the court shall have revise the rightrestrictions contained herein to cover the maximum period, power scope and authority area permitted by law. (f) If the Executive violates any provision of Section 12, the restrictions of the applicable provision shall continue to excise or modify apply for an additional period of one year after the date of such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedviolation.

Non-Competition; Non-Solicitation. A. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: B. During the Employment Term and for a period of one year following the date Executive ceases to be employed by the Company (aor for a period of two (2) In consideration years if Executive ceases to be employed by the Company by reason of employment termination pursuant to Section IV.A. above) (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: 1. with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; 2. with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or 3. for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. C. During the Restricted Period, Executive will not directly or indirectly: 1. engage in any business that materially competes with any business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct within twelve months from the effective of the termination and as to which Executive is personally aware of or should be personally aware of such planning in the future and as to which Executive is aware of such planning) in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a “Competitive Business”); 2. enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; 3. acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or 4. interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. D. Notwithstanding anything to the contrary in this Agreement, Executive agrees thatmay, for directly or indirectly own, solely as an investment, securities of any Person engaged in the period ending one year after business of the Company or its affiliates which are publicly traded on a national stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. E. During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: 1. solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or 2. hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of the Executive's employment with the Company by or who left the employment of the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period")its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company. F. During the Restricted Period, Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, solicit or encourage to finance, guarantee or provide any other material assistance cease to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business work with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence its affiliates any Person that is a contracting party consultant then under contract with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Companyits affiliates. (b) The G. It is expressly understood and agreed that although Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from and agreed that although Executive and the Company any officer, employee or customer of consider the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants restrictions contained in this Section 10 are reasonable covenants under the circumstancesV to be reasonable, and further agrees that if in the opinion of a final judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which this Agreement shall not be rendered void but shall be deemed amended to apply as to such court shall appear not reasonable maximum time and territory and to enforce such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the remainder thereof as so amendedenforceability of any of the other restrictions contained herein.

Non-Competition; Non-Solicitation. (ai) In consideration of this Agreement, During Participant’s employment with the Executive agrees that, Company and for the period ending one year of six (6) months (or, if longer, the post-termination period specified in any individual severance or employment agreement, as applicable, to which the Participant is a party) immediately after the termination of Participant’s employment with the Company (including any parent, subsidiary, affiliate or division of the Company) for any reason whatsoever, and whether voluntary or involuntary, Participant shall not invest in (other than in a publicly traded company with a maximum investment of no more than 1% of outstanding shares), counsel, advise, consult, be employed or otherwise engaged by or with any entity or enterprise (“Competitor”) that competes or that intends or plans to compete with (A) any area of business in which the Company or any affiliate of the Company is engaged, and in which the Participant was engaged, participated in or about which the Participant learned Confidential Information during the Participant’s last thirty-six (36) months of employment, or (B) any other area of business for which the Company or any affiliate of the Company has taken substantial steps towards becoming engaged, and in which the Participant was engaged, participated in or about which the Participant learned Confidential Information during the Participant’s last 36 months of employment. Because the Company and its affiliates engage in business nationwide, the obligations under this Section 9(c)(i) shall apply nationwide (anywhere in the United States). Notwithstanding the foregoing, the Participant shall not violate this provision by providing services to a unit, division, subsidiary or affiliate of a Competitor which otherwise engages in activities competitive with the business activities of the Company if such unit, division, subsidiary or affiliate for which the Participant provides services does not engage in such business activities. (ii) During the Participant’s employment with the Company (or any parent, subsidiary, affiliate or division of the Company) and for the period of twelve months immediately after the termination of the Executive's Participant’s employment with the Company by (or any parent, subsidiary, affiliate or division of the Company Company) for Cause any cause whatsoever, and whether voluntary or by the Executive without Good Reason involuntary (the "Non-Competition “Restricted Period"”), the Executive Participant will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, either directly or indirectly, to finance, guarantee either for himself or provide for any other material assistance to any Person engaged in the Triarco Business; (iii) person, firm, company or corporation, call upon, solicit, contact divert, or accept business take away, or attempt to solicit, divert or take away any of any client the customers, prospective customers, business, vendors or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ suppliers of the Company or during the Non-Competition Period; or that (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period last three years of the Participant’s employment) the Participant had dealings with, or responsibility for, or as to terminate any written or oral agreement with which the Participant had access to the Company’s (or any affiliate of the Company’s) Confidential Information or such customers’, providers’, vendors’ or suppliers’ confidential information. (biii) The Executive Participant shall neithernot, either on the Executive's own account or in conjunction with or on behalf of at any other Person, solicit or entice away from the Company any officer, employee or customer of the Company time during the term hereof or the Non-Competition Period nor engageRestricted Period, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with without the prior written consent of the Company, (i) directly or indirectly, solicit, recruit or employ (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous six months an employee, representative, officer or director of the Company (or any parent, subsidiary, affiliate or division of the Company); or (ii) take any action to encourage or induce any employee, representative, officer or director of the Company (or any parent, subsidiary, affiliate or division of the Company) to cease their relationship with the Company (or any parent, subsidiary, affiliate or division of the Company) for any reason. Notwithstanding the foregoing, the Participant shall not violate this Section 9(c)(iii) by advertising not specifically targeted at any of the Company’s employees and serving as a director or other advisor to any other Personreference upon request. (div) The Executive agrees that the covenants contained This Section 9(c) shall not apply if a "Change in this Control" (as defined in Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended3) occurs.

Non-Competition; Non-Solicitation. (a) In consideration For a period of this Agreement10 years following the Closing, the Executive agrees thatSeller shall not, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will notand shall cause its Affiliates not to, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary Person or employee acting as nominee or agent):contractual arrangement: (i) conduct or engage in any business anywhere that manufactures, produces or supplies products or services of the kind manufactured, produced or supplied by the Business (but excluding without limitation any of the foregoing that are manufactured, produced or supplied by the Seller on the Closing Date other than in connection with the Business) (“Competing Business”), or perform management, executive or supervisory functions with respect to, own, operate, join, control, render financial assistance to, receive any economic benefit from, or allow any of its officers, directors or employees to be interested in connected as an officer, director, employee, partner, member, stockholder, consultant or associated with otherwise with, any Person which conducts engaged in a Competing Business (provided, for the avoidance of doubt, that in no event shall the Seller or engages any of its Affiliates directly or indirectly provide on an original equipment manufacturer basis or otherwise sell, distribute or market to any Person any Specialty Generator (including any improvements or developments in connection therewith) or any other unique generator manufactured by the Triarco Seller or its Affiliates, in each case, as a substitute for or competitor to any Standard Generators); provided, however, that Competing Business within shall not include, and following the United StatesClosing, the Seller shall be permitted to, manufacture, produce and/or supply, the Specialty Generators; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact recruit or accept business of hire any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company person who at any time during on or after the Non-Competition Period to terminate any written or oral agreement with Closing is a Buyer Employee (as hereinafter defined); provided, that the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof foregoing shall not prohibit (A) a general solicitation to the Executive public of general advertising or similar methods of solicitation by search firms not specifically directed at Buyer Employees or (B) the Seller or any of its Affiliates from (i) having an equity interest in soliciting, recruiting or hiring any Buyer Employee who has ceased to be employed or retained by the securities Seller, the Buyer or any of any entity their respective Affiliates for at least 12 months. For purposes of this Section 5.3, “Buyer Employees” means, collectively, officers, directors and employees of the Buyer and its Affiliates who work or are engaged in connection with the Triarco Business, and persons acting under any management, service, consulting, distribution, dealer or similar contract in connection with the Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.Purchased Assets; or

Non-Competition; Non-Solicitation. (a) In Each Seller Party (which, only for purposes of this Section 5.9 includes the Halcyon Members) acknowledges that it or he is familiar with the trade secrets and other confidential information of the Company. Therefore, and in further consideration of this Agreement, the Executive agrees that, for the period ending one year after the termination of the Executive's employment with compensation to be paid to the Company by hereunder, each Seller Party agrees to the Company covenants set forth in this Section 5.9 and acknowledges that Purchaser would not have entered into this Agreement but for Cause or by Seller Parties’ agreement to the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or restrictions set forth in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent):this Section 5.9. (ib) conduct or engage in or be interested in or associated with During the Restricted Period, neither the Company, nor any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionHalcyon Party shall, directly or indirectly, (i) own, operate, lease, manage, control, engage in, invest in, lend to, own any debt or equity security of, permit its or his name to financebe used by, guarantee act as consultant or provide advisor to, render services for (alone or in association with any other material assistance to Person) or otherwise assist in any manner within the Restricted Territory any Person engaged in any business that is competitive with the Triarco Business; Business or (iiiii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence sell or attempt to influence sell any product or service that competes with the Business or with any Product to any Person that is a contracting party with customer or client of the Company or of Purchaser as of the Closing Date or was a customer or client of the Company at any time during the Non-Competition Period to terminate any written or oral agreement with two (2) year period preceding the Company. (b) The Executive Closing Date; provided; however, that nothing herein shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from prohibit the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on Halcyon Party from being a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% passive beneficial owner of less than two percent (2%) of the outstanding equity interests stock of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or tradedany publicly-traded corporation, so long as such interest does not exceed 5no activities associated therewith compete with Purchaser. For purposes of this Agreement, “Restricted Period” means the longer of (i) two (2) years from and after the Closing Date or (ii) the period during which the Company and the Halcyon Parties own in the aggregate, beneficially or of record, at least 10% of the issued and outstanding equity interests common stock of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other PersonPurchaser. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration From and after the Closing until the [***] anniversary of this Agreementthe Closing Date, the Executive agrees thatSelling Parties shall not, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will notand shall cause their respective Affiliates not to, directly or indirectly indirectly, (whether i) participate or engage in or (ii) own, manage, operate, or control any Person, or allow any of its members, managers, directors, officers, employees or agents to serve as a sole proprietormember, partner or venturer, stockholdermanager, director, officer, employee, consultant or in any other capacity as principal employee or agent of, or as a consultant, contractor or advisor to, any Person (other than Purchaser and its Affiliates) that participates or engages in, a Competing Business; provided, however, that nothing herein shall prevent the Selling Parties or any of their respective Affiliates from acquiring, solely as a passive investment and through market purchases, less than five percent of the outstanding equity securities of any Person engaged in a Competing Business to the extent that (A) such equity securities are traded on a national securities exchange or on the over-the-counter market and (B) none of the Selling Parties or any of their respective Affiliates is part of any control group of such Person or has any role in the governance of such Person, subsidiary or employee acting as nominee or agent):. (ib) conduct or engage in or be interested in or associated with any Person which conducts or engages in From and after the Triarco Business within Closing until the United States; (ii) take any action[***] anniversary of the Closing Date, the Selling Parties shall not, and shall cause their respective Affiliates not to, directly or indirectly, to finance, guarantee hire or provide any other material assistance to solicit for employment any Person engaged in who at such time is or during the Triarco Business; (iii) solicit, contact immediately preceding six months was employed by or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known provided services to the Executive as a potential client or counterparty while in the employ of the Company or during provided services supporting the Non-Competition Period; or businesses of Purchaser or its Affiliates (iva “Restricted Person”) influence or attempt to influence influence, entice or encourage any Restricted Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate such Person’s employment or contractor relationship with Purchaser or any written or oral agreement with of its Affiliates (including the Company. ); provided that these prohibitions shall not apply to (bi) The Executive shall neither, either on solicitations made to the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof public or the Non-Competition Period nor engage, hire, employ, industry generally through advertising or induce electronic listing which are not targeted at employees of Purchaser or any of its Affiliates (including the employment of Company) or (ii) hiring any such Person whether or person in connection with solicitations permitted under clause (i) and who was not such officer, employee or customer would commit a otherwise solicited in breach of contract by reason of leaving service or transferring businessthis Section 6.5(b). (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees Selling Parties hereby agree that the covenants contained set forth in this Section 10 6.5 are reasonable covenants under the circumstances, in duration and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power scope and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not are reasonable and necessary to enforce protect the remainder thereof as so amendedbenefits received by Purchaser pursuant to this Agreement and the transactions contemplated hereby.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, the Executive agrees that, for During the period ending beginning on the “Effective Date,” as that term is defined in the Transitional Compensation Agreement of even date herewith, and continuing while Executive is serving as an executive officer of the Company and for one year following the termination of Executive’s employment with the Company, any successor thereto, and its or their subsidiaries (the “Noncompetition Period”), if such termination of employment occurs within one year after the termination Effective Date and Executive becomes entitled to receive the “Non-Compete Payment” as defined in Section 5 of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period")Transitional Compensation Agreement, the Executive will not, within fifty (50) miles of the Company’s headquarters in Rockford, Illinois as of the Effective Date, engage in “Competition” with the Company. For purposes of this Confidentiality and Non-Competition Agreement, Competition by Executive shall mean Executive’s: (i) engaging in, including without limitation consulting or start-up activities for Executive’s own account or any third party, the business of commercial banking (including trust and asset management and mortgage banking); or (ii) becoming interested in, or otherwise directly or indirectly (whether being employed by or acting as a sole proprietorconsultant or lender to, partner or venturerrender any services to, stockholder, or being a director, officer, employee, consultant principal, agent, stockholder, manager, member, owner or partner of, employer of, or permitting his name to be used in connection with the activities of any other business or organization (a “Competing Business”) which engages in, or is preparing to engage in, the business of commercial banking (including trust and asset management and mortgage banking); provided, however, that, notwithstanding the foregoing, it shall not be a violation of this Section 2(a) for Executive to become the registered or beneficial owner of up to two(2%) percent of any class of the capital stock of a Competing Business registered under the Securities Exchange Act of 1934, as amended, provided that Executive does not otherwise participate in the business of such corporation. (b) during the Noncompetition Period, Executive will not in any other capacity as principal manner, directly or agent or through any Person, subsidiary or employee acting as nominee or agent):indirectly: (i) conduct solicit (or engage in cause, or authorize, to be interested in solicited), divert or associated otherwise attempt to obtain the business of any person who is, or has at any time within three years prior to the date of such action been, a customer, supplier, licensee or business relation of the Company for any purpose which is competitive with any Person which conducts or engages in the Triarco Business within the United StatesCompany’s business; (ii) take intentionally disturb or attempt to disturb in any action, directly or indirectly, to finance, guarantee or provide adverse respect any other material assistance to business relationship between any Person engaged in person and the Triarco BusinessCompany; (iii) solicit, contact or accept business of solicit from any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ customer of the Company Company, or from any known potential customer of the Company, business which has been the subject of a known written or oral bid, offer or proposal by the Company, or of substantial preparation with a view to making such a bid, proposal or offer, in any case, during the Nontwo-Competition Period; oryear period immediately preceding the termination for any reason whatsoever of his service with the Company; (iv) influence seek or attempt to influence persuade, induce or encourage any Person that is a contracting party with director, officer, employee, consultant, advisor or other agent of the Company to discontinue his or her status or employment therewith or to become employed or otherwise engaged in a Competing Business; and (v) solicit or employ, or otherwise hire or engage as an employee, independent contractor, consultant, advisor or otherwise, any person at any time during within 12 months following the Non-Competition Period to terminate any written date of cessation of employment of such person or oral agreement the termination of such person’s other status, as the case may be, with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In view of the unique and valuable services it is expected Executive will render to the Company, Executive’s knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers and similar knowledge regarding the Company it is expected Executive will obtain, and in consideration of this Agreementthe compensation to be received hereunder, the Executive agrees thatthat he will not, for during the period ending he is employed by the Company under this Agreement or otherwise, and for a period of one year after he ceases to be employed by the termination Company under this Agreement or otherwise, compete with or be engaged in, or Participate In (as defined below) any other business or organization (which shall not include a university, hospital, or other non-profit organization) which during such one year period is or as a result of the Executive's employment ’s engagement or participation would become competitive with the Company Company’s business of designing, developing, manufacturing, marketing and selling septal repair devices or other medical devices being designed, developed, manufactured, marketed or sold by the Company for Cause or up to the time of such cessation; provided, however, that the provisions of this Section 8 shall not be deemed breached merely because the Executive owns less than 1% of the outstanding capital stock of a corporation, if, at the time of its acquisition by the Executive without Good Reason such stock is listed on a national securities exchange. The term “Participate In” shall mean: “directly or indirectly, for his own benefit or for, with or through any other person (including the "Non-Competition Period"Executive’s immediate family), firm or corporation, own, manage, operate, control, loan money to, or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his name in.” The Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or interfere with, or endeavor to entice away from the Company any officerof its suppliers, customers or employees within a period of one year after the date of termination of the Executive’s employment (the “Termination Date”). The Executive will not directly or indirectly employ any person who was an employee or customer of the Company during within a period of one year after such person leaves the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent employ of the Company, serving as a director or other advisor to . If any other Person. (d) The Executive agrees that the covenants restriction contained in this Section 10 are reasonable covenants under 8 shall be deemed to be invalid, illegal, or unenforceable by reason of the circumstancesextent, and further agrees that if in duration or geographical scope thereof, or otherwise, then the opinion of a court of competent jurisdiction, making such restraint is not reasonable in any respect, such court determination shall have the rightright to reduce such extent, power duration, geographical scope or other provisions hereof, and authority to excise or modify in its reduced form such provision or provisions of these covenants which as to such court restriction shall appear not reasonable and to enforce then be enforceable in the remainder thereof as so amendedmanner contemplated hereby.

Non-Competition; Non-Solicitation. (a) In The Executive acknowledges and agrees that the nature of the Confidential Information which the Company commits to provide him during his employment by the Company would make it difficult, if not impossible, for him to perform in a similar capacity for a Competing Business (as defined below) without disclosing or utilizing the Confidential Information. Further, the Executive acknowledges that the Company shall, during the time that the Executive is employed by Company, (a) disclose or entrust to the Executive, and provide the Executive access to, or place the Executive in a position to create or develop, trade secrets or Confidential Information belonging to the Company, (b) place the Executive in a position to develop business goodwill belonging to the Company and (c) disclose or entrust to the Executive business opportunities to be developed for the Company. Accordingly, in consideration of the foregoing, the Executive agrees that he will not (other than for the benefit of the Company pursuant to this Agreement) directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity (whether as an officer, director, employee, shareholder, consultant, contractor, partner, joint venturer, agent, equity owner or in any capacity whatsoever) (1) during the term of Non-Competition (as defined below), carry on or engage in the business of developing and/or implementing drilling and completion techniques to oil-prone resources in previously discovered yet underdeveloped hydrocarbon trends or in any other business activity that the Company is conducting, or is intending to conduct, on the Date of Termination, in each case in the parishes within the State of Louisiana listed in Exhibit A to this Agreement, the Executive agrees thatState of Texas, for and any other geographical area in which the period ending one year after the termination Company conducts business and, as of the Date of Termination, was planning to conduct business and to which the Executive's employment with ’s duties as an employee of the Company related (a “Competing Business”), or (2) during the Term of Non-Solicitation (as defined below), (i) hire, attempt to hire, or contact or solicit with respect to hiring any employee, officer, or consultant of the Company, or (ii) solicit, divert or take away any customers, customer leads, or suppliers (as of the Date of Termination) of the Company. The “Term of Non-Competition” and the “Term of Non-Solicitation” shall be defined as that term beginning on the Effective Date and continuing until (x) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination, or (y) if the Executive’s employment is terminated by the Company for Cause or without Cause, or by the Executive for Good Reason or without Good Reason (the "Non-Competition Period")Reason, the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in date that is the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ one year anniversary of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the CompanyDate of Termination. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (ai) In consideration of this Agreement, the Executive agrees that, for During the period beginning on the Effective Date and ending one year 6 months (12 months in the case of a termination occurring after an IPO) following the termination of date on which the Executive's ’s employment with the Company is terminated for any reason (the “Non-Compete Period”), the Executive covenants and agrees not to, and shall cause his affiliates not to, directly or indirectly anywhere in the world, conduct, manage, operate, engage in or have an ownership interest in any business or enterprise that (A) manufactures, sells, distributes or develops abuse deterrent orally delivered pharmaceuticals, (B) uses any trademarks, tradenames or slogans similar to those of the Company or its affiliates; or (C) is engaged in any other activities that are otherwise competitive with the business of the Company or its affiliates as conducted or proposed to be conducted as of the termination date (collectively, the “Business”). Notwithstanding anything herein to the contrary, if the Executive’s employment with the Company is terminated by the Company for without Cause or by the Executive without for Good Reason (Reason, in each case, following an IPO and within 24 months following a Change in Control, the "Non-Competition Period")Compete Period shall be a period of 24 months. Notwithstanding the foregoing, nothing herein shall preclude the Executive will not, directly or indirectly (whether from performing any duties as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal agent of Company or agent its affiliates or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionowning, directly or indirectly, in the aggregate less than 5% of any business competitive with the Company or its affiliates that is subject to financethe reporting obligations of the 1934 Act. (ii) During the Non-Compete Period, guarantee the Executive shall not, and shall cause his affiliates to not, directly or provide indirectly, call-on, solicit or induce any customer or other business relationship of the Company or its affiliates for the provision of products or services related to the business of the Company or in any other material assistance to any Person engaged in manner that would otherwise interfere with the Triarco Business;business relationship between the Company and its affiliates and their respective customers and other business relationships. (iii) solicitDuring the Non-Compete Period, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client shall not, and shall cause his affiliates to not, directly or counterparty while in the employ indirectly, call-on, solicit or induce, any employee of the Company or during its affiliates to leave the Non-Competition Period; or (iv) influence employ of, or attempt to influence any Person that is a contracting party with terminate its relationship with, the Company or its affiliates for any reason whatsoever, nor shall the Executive offer or provide employment (whether such employment is for the Executive or any other business or enterprise), either on a full-time, part-time or consulting basis, to any person who then currently is, or within six (6) months immediately prior thereto was, an employee or independent contractor of the Company; provided, however, the foregoing shall not prohibit a general solicitation to the public through general advertising or similar methods of solicitation not specifically directed at any time during the Non-Competition Period to terminate any written or oral agreement with employees of the Company. (biv) The Executive acknowledges and agrees that the provisions of this Section 8 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates. The Executive shall neithernot contest that the Company’s and the Company’s affiliates’ remedies at law for any breach or threat of breach by the Executive or any of his or her affiliates of the provisions of this Section 8 will be inadequate, either on and that the Executive's own account Company and its affiliates shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 8 and to enforce specifically such terms and provisions, in conjunction with addition to any other remedy to which the Company or on behalf its affiliates may be entitled at law or equity. The restrictive covenants contained in this Section 8 are covenants independent of any other Person, solicit provision of this Agreement or entice away from any other agreement between the parties hereunder and the existence of any claim which the Executive may allege against the Company under any officer, employee other provision of this Agreement or customer any other agreement will not prevent the enforcement of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businessthese covenants. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (dv) The Executive agrees expressly acknowledges that the covenants contained in this Section 10 8(b) are reasonable covenants under a material part of the circumstancesconsideration bargained for by the Company and, without the agreement of the Executive to be bound by such covenants, the Company would not have agreed to enter into this Agreement. (vi) If any of the provisions contained in this Section 8(b) shall for any reason be held to be excessively broad as to duration, scope, activity or subject, then such provision shall be construed by limiting and further agrees that if in reducing it, so as to be valid and enforceable to the opinion of maximum extent compatible with the applicable law or the determination by a court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, the Executive agrees You acknowledge that, for in the period ending one year after the termination course of the Executive's your employment with the Company, you will become familiar with the Company’s and the Company Affiliates’ trade secrets and other Confidential Information as well as the Company’s customer information and goodwill, and that your services will be of special, unique, and extraordinary value to the Company and the Company Affiliates. Therefore, you agree that, during the Employment Period and any other period during which you are employed by the Company for Cause or by the Executive without Good Reason any of its Affiliates, whether pursuant to this letter agreement or otherwise, plus an additional six (6) months after your separation (the "Non-Competition “Restriction Period"”) (regardless of the reason for your separation from the Company and whether caused by you or the Company), you will not (x) in the Executive will not, directly United States or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity country where, as principal of the time at issue, the Company or agent any of the Company Affiliates conducts business or through (y) anywhere else that, during the then prior two-year period, the Company or any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage of the Company Affiliates has spent time and resources in or be interested in or associated connection with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any actionexpanding its business, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neither, either on the Executive's your own account or in conjunction with behalf or on behalf of any other Personperson, solicit firm or entice away from entity: engage in, or own, manage, operate, work as an employee for, consult with, provide services or financing to, or join, control or participate in the ownership, management, operation or control of, any business (whether in corporate, proprietorship or partnership form or otherwise) that is engaged in. the business of (i) electric vehicle charging, broadband or electrical contracting infrastructure or (ii) such other business in which the Company or any officer, employee or customer Company Affiliates with which you worked was engaged at any time during the then immediately prior two years. (b) Nothing in Section 9(a) will prohibit you from being a passive owner of not more than 2% of the Company during outstanding stock of a publicly-traded corporation, so long as you have no active participation in the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment business of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring businesscorporation. (c) The restrictive provisions hereof shall not prohibit During the Executive from Restriction Period, you also will not: (i) having an equity interest in induce or attempt to induce any customer, supplier or other business relation of the securities of any entity engaged in the Triarco Business Company or any of the Company Affiliates to cease doing business with respect to which the Executive obtained confidential Company or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% any of the outstanding equity interests Company Affiliates, or in any way interfere with the relationship between any such customer, supplier or business relation, on the one hand, and the Company or any of such entitythe Company Affiliates, on the other hand; (ii) investing as engage, employ, solicit or contact with a passive investor in an entity engaging in view to the Triarco Business that is not so listed engagement or tradedemployment of, so long as such interest does not exceed 5% any employee, officer or manager of, or full-time consultant to, the Company or any of the outstanding equity interests Company Affiliates with which you worked or any person who has been an employee, officer or manager of, or consultant to, the Company or any of the Company Affiliates with which you worked, if he or she has been in such entity or a role at any time within the then immediately prior three months; or (iii) with the prior written consent of the Company, serving as a director assist any individual or other advisor entity to any other Person. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if engage in the opinion of a court of competent jurisdiction, such restraint is not reasonable conduct referenced in any respect, such court shall have the right, power clauses (i) and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended(ii) immediately above.

Non-Competition; Non-Solicitation. (a) In consideration of this Agreement, the Executive 9.1 The Employee agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will not, directly or indirectly (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any Person, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Company. (b) The Executive shall neitheras defined in Section 9.4 below), either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with without the prior written consent of the Company: (a) he shall not, serving within the Territory (as a director defined in Section 9.5 below), directly or other advisor to indirectly, either as principal, manager, agent, consultant, officer, director, greater than two (2%) percent holder of any class or series of equity securities, partner, investor, lender or employee or in any other Personcapacity, carry on, be engaged in or have any financial interest in or otherwise be connected with, any entity which is now or at the time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the business of the Company or its Affiliates (currently (i) the manufacture and sale of (x) automotive airbag fabric and cushions, (y) value-added synthetic fabrics used in a variety of niche industrial and commercial applications and (z) metal airbag, industrial and ordinance components and (ii) systems integration and manufacturing for ordnance programs) including, for these purposes, any business in which, at the termination of his employment, there was a bona fide intention on the part of the Company or its Affiliates to engage in the future; and (b) he shall not, within the Territory (as defined in Section 9.5 below), on behalf of any competing entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Company or its Affiliates. 9.2 During the Non-Competition Period, Employee agrees that, without the prior written consent of the Company (dand other than on behalf of the Company), Employee shall not, on his own behalf or on behalf of any person or entity, directly or indirectly, hire or solicit the employment of any employee who has been employed by the Company or its Affiliates at any time during the six (6) months immediately preceding such date of hiring or solicitation. 9.3 The Executive agrees Employee and the Company agree that the covenants contained in this Section 10 of non-competition and non-solicitation are reasonable covenants under the circumstances, and further agrees agree that if if, in the opinion of a any court of competent jurisdiction, jurisdiction such restraint is covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such the court shall appear not reasonable and land to enforce the remainder thereof of these covenants as so amended. The Employee agrees that any breach of the covenants contained in this Section 9 would irreparably injure the Company and/or its Affiliates. Accordingly, the Employee agrees that the Company and/or its Affiliates, in addition to pursuing any other remedies it or they may have in law or in equity, may obtain an injunction against the Employee from any court having jurisdiction over the matter, restraining any further violation of this Section 9. 9.4 The provisions of this Section 9 shall extend for the Term and shall further extend for any period following the date of the termination of Employee's employment for any reason during which the Employee (or his dependents) is receiving severance and/or non-competition payment and/or extended benefits coverage from the Company (herein referred to as the "Non-Competition Period"). The provisions of this Section 9 shall survive any termination of this Agreement. 9.5 For purposes of this Agreement, "Territory" shall mean:

Non-Competition; Non-Solicitation. (a) In consideration For a period of this Agreement, five years following the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason Closing (the "Non-Competition “Restricted Period"”), the Executive will notor for such shorter period as expressly set forth below, each Shareholder agrees not to, and shall cause their Affiliates not to, directly or indirectly through any Person or contractual arrangement: (i) engage in any business activity with, have any economic or ownership interest in or loan any money to, or perform any services or provide any advice for, any person, firm, corporation, business or entity (whether as a sole shareholder, member, partner, investor, proprietor, partner principal, agent, security holder, trustee, beneficiary, creditor lending credit or venturermoney for the purpose of establishing or operating any such business or otherwise, stockholder, director, officer, employee, consultant alone or in association with any other capacity as principal Person or agent entity) which is the same as, substantially similar to, or through any Personsubstantially competitive with, subsidiary or employee acting as nominee or agent): (i) conduct or engage in or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States;Business. (ii) take Each Shareholder covenants and agrees that it is unlikely that they could undertake any actionof the activities described in this Section 3.10(a) without necessarily benefiting from and making use of the Evaluation Material, as that term is defined in the Confidentiality Agreement, and other confidential and business proprietary information of the Company. Each Shareholder therefore covenants and agrees that during the period beginning on the date hereof and ending on the second anniversary of the date hereof, neither they nor any of their Affiliates shall, for themselves or any third party, directly or indirectly, to finance, guarantee (i) divert from any of the Company or provide any other material assistance to of its Affiliates any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client kind in which either the Seller or counterparty whom any of the Shareholders were engaged with respect to the Business or the Company served were engaged in at the Closing, including, without limitation, the solicitation or conducted business with inducement of or whose name became known interference with, any past, existing or prospective client, customer or source of financing of the Seller, the Company or any Affiliate of the Company, (ii) employ or solicit for employment, other than for the benefit of the Company, any person employed by the Company, any Affiliate of the Company or any other Shareholder or employee of the Seller hired by Company within 120 days of the Closing, or induce any other Shareholder or employee of the Seller hired by Company within 120 days of the Closing, or employee of the Company or any Affiliate of the Company, to the Executive as a potential client or counterparty while in leave the employ of the Company or during any Affiliate of the Non-Competition PeriodCompany for any reason whatsoever, unless such person will have ceased to be employed or engaged by the Company for a period of at least six months prior thereto; or (iviii) influence disparage the Company or attempt to influence any Person Company Affiliate in any way that is a contracting party could adversely affect the goodwill, reputation or business relationships of the Business, the Company or any of its Affiliates with the Company at public generally, or with any time during the Non-Competition Period to terminate any written or oral agreement with of the Company’s or the Seller’s customers, suppliers or employees. (b) The Executive shall neither, either on the Executive's own account or in conjunction with or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the extent that such interest does not exceed 5% of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Person. (d) The Executive Seller and each Shareholder acknowledges and agrees that its compliance with the covenants contained in this Section 10 are reasonable 3.10 is necessary to protect the value of the ongoing business and assets (including the goodwill) and other proprietary interests being acquired pursuant to this Agreement. Each Shareholder further acknowledges and agrees that a breach of the covenants under in this Section 3.10 will result in irreparable and continuing damage to the circumstancesCompany for which there will be no adequate remedy at law, and further agrees that if in the opinion event of any breach or threatened breach of such covenants, the Company shall be entitled to interim relief in the form of a temporary restraining order, preliminary injunction or injunction and to have such covenants specifically enforced by any court having equity jurisdiction in addition to such other and further relief as may be proper. (c) Subject to Section 3.10(a)(a)(i), it is the intention of competent jurisdictionthe Parties that the scope and effect of the covenants contained in this Section 3.10 shall be as broad in time and geography, and in all other respects, as is permitted pursuant to applicable Law. The provisions of this Section 3.10 are severable and independent and shall be interpreted and applied consistently with requirements of reasonableness and equity. If any provision of this Section 3.10 shall be held to restrict competition to a greater degree than is permitted by applicable Law or to be invalid or otherwise unenforceable, in whole or in part, such restraint is not reasonable in any respectterm or provision shall be adjusted rather than voided, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amendedof the provisions, or enforceable parts thereof, shall not be affected thereby, and shall remain in full force and effect to the maximum extent possible.

Non-Competition; Non-Solicitation. (a) In consideration The Executive acknowledges that the Company has provided and the Company agrees to continue to provide the Executive with access to its confidential, proprietary, and/or trade secret information, including confidential information of third parties such as customers, suppliers, and business affiliates; specialized training and knowledge regarding the Company’s methodologies and business strategies; and/or support in the development of goodwill such as introductions and customer relationship information. The foregoing is not contingent on continued employment, but upon the Executive’s use of the access, specialized training, and/or goodwill support provided by Company for the exclusive benefit of the Company and upon the Executive’s full compliance with the restrictions on the Executive’s conduct provided for in this Agreement. Ancillary to the rights provided to the Executive as set forth in this Agreement and any addenda or amendments to this Agreement, the Company’s provision of confidential, proprietary, and/or trade secret information, specialized training, and/or goodwill support to the Executive, and the Executive’s agreements regarding the use of same, and in order to protect the value of any equity-based compensation, training, goodwill support and/or the confidential information described above, the Company and the Executive agrees thatagree to the following provisions against unfair competition, for which the period ending one year after the termination Executive acknowledges represent a fair balance of the Company’s rights to protect its business and the Executive's ’s right to pursue employment: (a) The Executive shall not, at any time during the Executive’s employment with the Company by or during the Company for Cause or by twenty-four (24) month period following the Executive without Good Reason Termination Date (the "“Non-Competition Compete Period"”), the Executive will not, directly or indirectly engage in, have any equity interest in, or manage or operate any person, firm, corporation, partnership or business (whether as a sole proprietor, partner or venturer, stockholder, director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any other capacity business which competes with any Business (as principal defined below) of the Company or agent or through any Personits Affiliates anywhere in the world where the Company conducts business or, subsidiary or employee acting as nominee or agent):on the Termination Date, has plans to conduct business in the twelve (12) month period following the Executive’s Termination Date; provided, however, that the Executive shall be permitted to acquire a passive stock interest in such a business provided the stock acquired is publicly traded and is not more than two percent (2%) of the outstanding interest in such business. (ib) conduct or engage in or be interested in or associated with any Person which conducts or engages in During the Triarco Business within Non-Compete Period, the United States; (ii) take any actionExecutive shall not, directly or indirectly, to finance, guarantee recruit or provide any other material assistance to any Person engaged otherwise solicit or induce (and in the Triarco Business; case of an employee, hire or retain) any employee, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, (ii) to otherwise change its relationship with the Company or (iii) solicit, contact or accept business of to establish any client or counterparty whom the Company served or conducted business relationship with or whose name became known to the Executive as a potential client or counterparty while in the employ any of the Company his or during the Non-Competition Period; or (iv) influence or attempt to influence her affiliates for any Person that is a contracting party business purpose competitive with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with Business of the Company. (bc) The Executive In the event the terms of this Section 4 shall neither, either on the Executive's own account or in conjunction with or on behalf be determined by any court of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract competent jurisdiction to be unenforceable by reason of leaving service their extending for too great a period of time or transferring business. (c) The restrictive provisions hereof shall not prohibit over too great a geographical area or by reason of their being too extensive in any other respect, such terms will be interpreted and/or reformed to extend only over the Executive from (i) having an equity interest in maximum period of time for which they may be enforceable, over the securities of any entity engaged in the Triarco Business or any business with respect maximum geographical area as to which the Executive obtained confidential they may be enforceable, or proprietary data or information, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, to the maximum extent that in all other respects as to which they may be enforceable, all as determined by such interest does not exceed 5% of the outstanding equity interests of court in such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personaction. (d) The Executive agrees that the covenants contained As used in this Section 10 are reasonable covenants under 4 and in Section 5 and Section 6 below, (i) the circumstancesterm “Company” shall include the Company and its direct or indirect parents, if any, and further agrees that if subsidiaries, and (ii) the term “Business” shall mean the development, production, sale, maintenance and support for aerostructures with respect to commercial, military and business jet aircraft, including (but not limited to) fuselages, wings and wing assemblies, empennages, aircraft doors, nacelle components and control surfaces, as such business may be expanded or altered by the Company prior to the Termination Date. (e) Nothing in this Section 4 shall restrict the opinion of a court of competent jurisdiction, such restraint is not reasonable Executive from engaging in any respect, activity to the extent such court shall have restriction would constitute a violation of the right, power and authority professional ethics rules of any applicable jurisdiction to excise or modify the extent such provision or provisions of these covenants which as rules are applicable to such court shall appear not reasonable and to enforce the remainder thereof as so amendedExecutive.

Non-Competition; Non-Solicitation. (a) In consideration For a period of this Agreementfive years from the Closing Date, the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will notno Seller shall, directly or indirectly (whether as a sole proprietor, partner on behalf of himself or venturer, stockholder, director, officer, employee, consultant or in on behalf of any other capacity as principal Person other than Buyer or agent or through any Personan Affiliate of Buyer, subsidiary or employee acting as nominee or agent): (i) conduct or engage in in, or be interested in or associated with any Person which conducts or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide assist any other material assistance to any Person engaged in conducting or engaging in, a business in Tennessee, Alabama, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Michigan, Missouri, North Carolina, New York, Ohio, Oklahoma, Pennsylvania, South Carolina, Texas, Virginia or West Virginia, which is the Triarco Business; (iii) solicit, contact same as or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known substantially similar to the Executive Business as conducted or proposed to be conducted at the Closing, including as a potential client shareholder, consultant, partner, joint venturer, owner, lender, beneficiary, principal, member, director, manager, officer, employee or counterparty while in the employ any other capacity, of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with conducting such business, (ii) solicit or induce or participate in any way in the Company solicitation or inducement of any individual who is or was, at any time during the Non12-Competition Period month period preceding the Closing, a Business Employee, officer, consultant or contractor (including the Independent Contractors) of any Company to (1) terminate or otherwise alter his or her employment or relationship with such Company or (2) offer employment to or hire or engage any such individual, (iii) solicit the business of, or trade with, any Person that is (or was at any time during the 12-month period preceding the Closing) a customer of any Company with respect to the services provided by such Company for the purpose of engaging in the Business, (iv) induce, or otherwise solicit, any customers with whom any Company has done business at any time prior to the Closing to terminate or otherwise curtail or impair their business relationship with such Company or (v) make, publish, communicate or take any written action, or oral agreement with cause or induce or encourage any Person to make, publish, communicate or take any action, to disparage or otherwise make any negative comments about Parent, Buyer, the CompanyCompanies or any of their respective Affiliates or their respective direct or indirect officers, directors, employees, equityholders, agents, products or services. (b) The Executive Notwithstanding the foregoing, nothing contained in this Agreement shall neither, either on the Executive's own account or in conjunction with or on behalf prohibit a Seller from purchasing and holding as a passive investment less than 5% of any other Person, solicit or entice away from the Company any officer, employee or customer class of the Company during the term hereof or the Non-Competition Period nor engage, hire, employ, or induce the employment of any such Person whether or not such officer, employee or customer would commit a breach of contract by reason of leaving service or transferring business. issued and outstanding and publicly traded (c) The restrictive provisions hereof shall not prohibit the Executive from (i) having an equity interest in the securities of any entity engaged in the Triarco Business or any business with respect to which the Executive obtained confidential or proprietary data or information, which entity's securities are listed on a nationally-recognized national or regional securities exchange or quotation system or traded in the over-the-counter market) security of any corporation, partnership or other business entity that conducts a business in competition with Buyer or the Business. (c) Each Seller agrees to the extent covenants contained in this Section 6.3 in partial consideration for the Purchase Price set forth in Article II. Each Seller agrees that any Claim for breach of this Section 6.3 against such interest does not exceed 5% Seller may be brought by Buyer or any of the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other Personits Affiliates. (d) The Executive Each Seller acknowledges and agrees that the covenants contained in this Section 10 6.3 are fair and reasonable and of a special unique character which gives them peculiar value and exist in order to protect Buyer’s investment in the Business and the Equity Interests purchased under this Agreement, including the protection of the goodwill transferred herewith, and that Buyer would not have entered into this Agreement without such covenants being made. However, if any such covenants shall be determined by any court to be invalid by reason of their duration or geographical scope, or both, as the case may be, the Parties intend for the covenants to be modified by the court, and expressly request that the court make such modification, so that such covenants shall be reduced to the longest duration or greatest geographic scope, or both, which will cure such invalidity. By agreeing to this contractual modification prospectively at this time, the Parties intend to make this provision enforceable under the circumstanceslaw or laws of all applicable States and other applicable jurisdictions so that the entire agreement not to compete and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal. Each Seller further acknowledges that monetary damages alone will not be an adequate remedy for any breach of any of the covenants contained in this Section 6.3, and further accordingly, such Seller expressly agrees that if that, in the opinion of a addition to all other remedies which Buyer or its Affiliates may have, they shall be entitled to injunctive relief, both preliminary and permanent, in any court of competent jurisdiction, such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and to enforce the remainder thereof as so amended.

Non-Competition; Non-Solicitation. (a) In consideration No officer or director of this Agreement, Network immediately prior to the Executive agrees that, for the period ending one year after the termination of the Executive's employment with the Company by the Company for Cause or by the Executive without Good Reason (the "Non-Competition Period"), the Executive will notEffective Time shall, directly or indirectly (whether through any Person or contractual arrangement, either individually or as a sole proprietor, partner or venturer, stockholdershareholder, director, officer, partner, consultant, owner, employee, consultant agent, or in any other capacity as principal or agent or through any Personcapacity, subsidiary or employee acting as nominee or agent): for a period of three (3) years following the Closing, (i) conduct solicit or engage offer to provide or provide Restricted Services anywhere in the world; (ii) operate an Internet site through which Restricted Services are offered or provided; or (iii) directly or indirectly through any Person or contractual arrangement, perform management, executive or supervisory functions with respect to, operate, join, control, render financial assistance to, receive any economic benefit from, exert any influence upon, or participate in or be interested in connected as an officer, employee, partner, member, shareholder, consultant or associated with otherwise with, any Person which conducts business or engages in the Triarco Business within the United States; (ii) take any action, directly or indirectly, to finance, guarantee or provide any other material assistance to any Person engaged in the Triarco Business; (iii) solicit, contact or accept business of any client or counterparty whom the Company served or conducted business with or whose name became known to the Executive as a potential client or counterparty while in the employ of the Company or during the Non-Competition Period; or (iv) influence or attempt to influence any Person that is a contracting party with the Company at any time during the Non-Competition Period to terminate any written or oral agreement with the Companyprovides Restricted Services. (b) The Executive shall neitherFor a period of three (3) years following the Closing, either on no officer or director of Network immediately prior to the Executive's own account Effective Time shall, directly or in conjunction with indirectly solicit, recruit, hire or on behalf of any other Person, solicit or entice away from the Company any officer, employee or customer of the Company during the term hereof or the Non-Competition Period nor engage, offer to hire, employinduce or attempt to induce or otherwise counsel, advise, ask or encourage any person who at any time on or after the date of this Agreement is an employee of Network to leave the employ of Network or to accept employment with another employer or as an independent contractor. The foregoing shall not prohibit (i) a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at employees of Network, or induce the employment (ii) soliciting, recruiting or hiring any employee of any such Person whether Network who has ceased to be employed or not such officer, employee or customer would commit a breach of contract retained by reason of leaving service or transferring businessNetwork for at least twelve (12) months. (c) The restrictive provisions hereof shall not prohibit officers and directors of Network immediately prior to the Executive from (i) having Effective Time acknowledge and agree that the covenants set forth in this Section 5.12 are an equity interest essential element of this Agreement and that any breach by any of them of any provision of this Section 5.12 will result in irreparable injury to Parent and the Surviving Corporation. The officers and directors of Network immediately prior to the Effective Time further acknowledge and agree that in the securities event of any entity engaged such a breach, in addition to all other remedies available at law, Parent and the Triarco Business Surviving Corporation shall be entitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or any business with respect to which the Executive obtained confidential or proprietary data or informationother benefits arising therefrom, which entity's securities are listed on a nationally-recognized securities exchange or quotation system or traded in the over-the-counter market, as well as such other damages as may be appropriate. The officers and directors of Network immediately prior to the extent Effective Time have independently consulted with his or her or its respective counsel and after such consultation agrees that such the covenants set forth in this Section 5.12 are reasonable and proper to protect the legitimate interest does not exceed 5% of Parent and the outstanding equity interests of such entity, (ii) investing as a passive investor in an entity engaging in the Triarco Business that is not so listed or traded, so long as such interest does not exceed 5% of the outstanding equity interests of such entity or (iii) with the prior written consent of the Company, serving as a director or other advisor to any other PersonSurviving Corporation. (d) The Executive agrees that the covenants contained in this Section 10 are reasonable covenants under the circumstances, and further agrees that if in the opinion of If a court of competent jurisdictionjurisdiction determines that the character, duration or geographical scope of the provisions of this Section 5.12 are unreasonable, it is the intention and the agreement of the parties that these provisions shall be construed by the court in such restraint is not a manner as to impose only those restrictions on the conduct of each of the officers and directors of Network immediately prior to the Effective Time that are reasonable in light of the circumstances and as are necessary to assure to Parent and the Surviving Corporation the benefits of this Agreement. If, in any respectjudicial proceeding, such a court shall have the right, power and authority to excise or modify such provision or provisions of these covenants which as to such court shall appear not reasonable and refuse to enforce all of the remainder thereof as so amendedseparate covenants of this Section 5.12 because, taken together, they are more extensive than necessary to assure to Parent and the Surviving Corporation the intended benefits of this Agreement, it is expressly understood and agreed by the parties that the provisions hereof that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding, shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.