Common use of Non-Competition Clause in Contracts

Non-Competition. (a) Employee shall not, during the period of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall notExecutive hereby acknowledges and agrees that, during the period course of Employee's employment with VPIemployment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the later to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoeverBank Entities), directly or indirectly, for himself or herself or on behalf of or in conjunction with any other personcapacity (whether as a proprietor, companyowner, partnershipagent, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, ownerorganizer, partner, joint venturer or in a managerial capacityprincipal, whether as an manager, member, employee, independent contractor, consultant or advisorotherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or as a sales representativeis planning to operate, any office, branch or other facility (in any noncommercial property managementcase, rental a “Branch”) that is (or sales business or hotel management business in direct competition with VPI is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any subsidiary of VPI, within 100 miles Branch of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); Bank Entities and (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative such Branch competes or managerial capacity for the purpose or will compete with the intent of enticing such employee away from products or out of services offered or planned to be offered by the employ of VPI (including Bank Entities during the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the TerritoryRestricted Period; or (ivb) call upon sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any prospective acquisition candidateCompetitor in such sales activities. Notwithstanding any provision hereof to the contrary, on Employee's this Section 8.5 does not restrict Executive’s right to (i) own behalf or on behalf securities of any competitor in Entity that files periodic reports with the noncommercial property managementSecurities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the capital stock outstanding securities of a competing business whose stock is traded on a national securities exchange such company and that such ownership does not does not violate: (A) the Code of Conduct or over-the-counter or any other policy of the Bank, including any policy related to inside information; (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. any applicable securities law; or (bC) Because any applicable standstill or other similar contractual obligation of the difficulty Bank. The parties have also entered into that certain Non-Compete Agreement as of measuring economic losses to VPI as a result of a breach of even date herewith (the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders“Non-Compete”). (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. During Employee’s employment with the Company and for twelve (a12) months thereafter, Employee shall not, during the period of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself on behalf of Employee or on behalf of or in conjunction with any other person, companyenterprise or entity, partnershipin any individual or representative capacity, corporation engage or business participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of whatever nature: the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (iformerly called ValueVision) engageor Shop at Home, as an well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of otherwise. In the locations in which VPI event that (1) the Company or any of VPI's its subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that timeaffiliates places, or which has beenplaced for it, all or substantially all of its assets up for sale within one (1) year prior after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to that timebe bound by, a customer of VPI (including and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf terms and conditions of any competitor non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including purchase and sale agreement is negotiated in good faith with customary terms and provisions and the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidatetransaction contemplated thereby is consummated. Notwithstanding the aboveforegoing, the foregoing covenant in no event shall not Employee be deemed bound by, or obligated to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or overenter into, any non-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses competition provisions referred to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee Section 2(b) which extend beyond twelve (12) months, in light of the activities and business of VPI (including VPI's subsidiaries) on each case from the date of termination of Employee’s employment hereunder or whose scope extends the execution scope of the non-competition provisions set forth in this Agreement and the current plans of VPI Section 2(b). The twelve (including VPI's subsidiaries); but it is also the intent of VPI and 12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and participates in any event such new business, activities or location are not activity in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Section 2(b) so that Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter is restricted from engaging in the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants conduct referred to in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedSection 2(b) for a full twelve (12) months. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall notExecutive hereby acknowledges and agrees that, during the period course of Employee's employment with VPIemployment, in addition to Executive’s access to Confidential Information, Executive has become, and will become, familiar with and involved in all aspects of the business and operations of the Bank Entities. Executive hereby covenants and agrees that during the Term until the earlier to occur of the date one (1) year after the Termination Date, or the Expiration Date (the “Restricted Period”), Executive will not at any time (except for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoeverBank Entities), directly or indirectly, for himself or herself or on behalf of or in conjunction with any other personcapacity (whether as a proprietor, companyowner, partnershipagent, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, ownerorganizer, partner, joint venturer or in a managerial capacityprincipal, whether as an manager, member, employee, independent contractor, consultant or advisorotherwise): (a) provide any advice, assistance or services of the kind or nature which he provided to any of the Bank Entities or relating to business activities of the type engaged in by any of the Bank Entities within the preceding two years, to any Person who owns or operates a Competitive Business or to any Person that is attempting to initiate or acquire a Competitive Business (in either case, a “Competitor”) if (i) such Competitor operates, or as a sales representativeis planning to operate, any office, branch or other facility (in any noncommercial property managementcase, rental a “Branch”) that is (or sales business or hotel management business in direct competition with VPI is proposed to be) located within a fifty (50) mile radius of the Bank’s headquarters or any subsidiary of VPI, within 100 miles Branch of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); Bank Entities and (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative such Branch competes or managerial capacity for the purpose or will compete with the intent of enticing such employee away from products or out of services offered or planned to be offered by the employ of VPI (including Bank Entities during the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the TerritoryRestricted Period; or (ivb) call upon sell or solicit sales of Competitive Products to Persons within such 50 mile radius, or assist any prospective acquisition candidateCompetitor in such sales activities. Notwithstanding any provision hereof to the contrary, on Employee's this Section 8.5 does not restrict Executive’s right to (i) own behalf or on behalf securities of any competitor in Entity that files periodic reports with the noncommercial property managementSecurities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the capital stock outstanding securities of a competing business whose stock is traded on a national securities exchange such company and that such ownership does not does not violate: (A) the Code of Conduct or over-the-counter or any other policy of the Bank, including any policy related to inside information; (B) engaging any applicable securities law; or (C) any applicable standstill or other similar contractual obligation of the Bank. The parties have also entered into that certain Non-Compete Agreement as of August 1, 2014 (the “Non-Compete”). Notwithstanding the above, the provisions of this Section 8.5 shall not apply in the hotel management business if event the Employee's Executive (a) continued employment hereunder is terminated after with the initial three-year term of this Agreement. Company and the Bank upon a Change in Control and then (b) Because of voluntarily resigns from the difficulty of measuring economic losses to VPI as a result of a breach of Company and the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI Bank effective in the event of breach by him thirteenth or her, by injunctions fourteenth month following such Change in Control and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants no Change in this paragraph 3 impose a reasonable restraint on Employee Control Payment had been paid to Executive in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance connection with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, Change in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicableControl. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. Subject to the last sentence of this Section 6(a), the Employee agrees that during a period commencing on the date hereof and ending 12 months after the Employment Termination Date (a) Employee shall the "Non-Competition Period"), he will not, during except on behalf of the period Company or ADP or any of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoevertheir respective affiliates, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engage, whether as an officer, director, shareholderstockholder, ownerinvestor, partner, joint venturer or in a managerial capacityproprietor, whether as an business associate, employee, independent contractorrepresentative or otherwise, consultant or advisor, or as a sales representative, in do any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in following acts: (i) provide services which VPI are competitive with the businesses or services of the Brokerage Services Group of ADP (as such businesses are conducted on the date hereof or at any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business time during the Non-Competition Period) (the "TerritoryBusinesses"); , or promote, market, become or acquire an interest in, or associate in a business relationship with, any other person, corporation, firm, partnership or other entity whatsoever who is or may be engaged in any line of business competitive with the Businesses (a "Competitor") or (ii) call upon solicit or refer, directly or indirectly, any person who isclients or prospective clients of any services and/or products which are similar to those offered by the Company or ADP (at any time during the Non-Competition Period) to another provider of such services, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon promote, market or participate in the sale, lease or licensing of any person equipment or software by which services and/or products similar to those provided by the Company or ADP (at any time during the Non-Competition Period) can be performed, to, for or with any person, corporation, firm, partnership or other entity which is at that timewhatsoever. Notwithstanding anything to the contrary contained herein, or which has been, within one (1) year prior to that time, a customer of VPI (including if the subsidiaries thereof) within Company terminates the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or employment hereunder pursuant to Section 5(a)(v) hereof, the "Non-Competition Period" shall be defined as the period commencing on behalf the date hereof and ending on the fourth anniversary of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidateEffective Date. Notwithstanding anything to the abovecontrary contained herein, (i) the foregoing covenant provisions of this Section 6(a) shall not be deemed violated by the purchase and/or ownership by Employee of shares of any class of equity securities (or options, warrants or rights to prohibit Employee from acquire such securities, or any securities convertible into such securities) representing (Atogether with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) acquiring as an investment not more than two percent (2%) or less of the capital stock outstanding shares of a competing business any such class of equity securities of any issuer whose stock is securities are traded on a national securities exchange or over-the-counter listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Employee not be otherwise connected with or active in the business of the issuers described in this Section 6(a), and (ii) Employee shall be permitted, after the Employment Termination Date, to (A) provide consulting services to entities which are not Competitors and (B) engaging be employed on a full-time basis (i.e., not on an independent contracting basis) by any person, firm, corporation, partnership or other entity to provide for such entity in-house products or services that may be deemed to be competitive with those offered by the Company only if such products or services are used exclusively by such entity and are not directly or indirectly marketed or sold by such entity for the use by any unrelated third party; provided that in either case Employee complies with the hotel management business if the Employee's employment hereunder is terminated after the initial threeprovisions of sub-year term of this Agreement. sections (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant), and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (id) of this paragraph 3, and Section 6 in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicableconnection therewith. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall notIn consideration of the Company’s grant of this Option, during the period Optionee agrees that for as long as the Optionee is employed by the Company and until the first anniversary of Employee's the date of termination of the Optionee’s employment with VPIthe Company or any Affiliate, as the case may be, such Optionee will not directly or indirectly, (i) engage in any business that operates a telematics business that is seeking to provide automotive manufacturers with an integrated hardware and for a period service package that competes directly with the business of two (2) years immediately following the Company or its Subsidiaries at the time of termination of Employee's employment under this Agreementsuch Optionee’s employment, for (a “Competitive Business”), (ii) enter the employ of, or render any reason whatsoeverservices to, any Person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engage, as an individual, partner, shareholder, officer, director, shareholderprincipal, owneragent, partnertrustee or consultant, joint venturer (iv) interfere with business relationships (whether formed before or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary after the date of VPI, within 100 miles of this Award Agreement) between the locations in which VPI Company or any of VPI's subsidiaries conducts any noncommercial property managementits Affiliates and customers, rental suppliers, Partners, members or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out investors of the employ of VPI Company or its Affiliates or (including v) disparage the subsidiaries thereof)Company, provided that Employee shall be permitted to call upon and hire any member of his its Directors, Officers or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidatecontrolling stockholders. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring Optionee may, directly or indirectly own, solely as an investment not more than two percent (2%) investment, securities of any Person engaged in the business of the capital stock of a competing business whose stock is Company or its Affiliates which are publicly traded on a national securities or regional stock exchange or on the over-the-counter or (B) engaging in the hotel management business market if the Employee's employment hereunder Optionee (i) is terminated after the initial three-year term not a controlling Person of, or a member of this Agreementa group which controls, such Person and (ii) does not, direct or indirectly, own 5% or more of any class of securities of such Person. (b) Because It is expressly understood and agreed that although Optionee and Company consider the restrictions contained in this Section 7 and the following Section 8 to be reasonable, if a final judicial determination is made by a court of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees competent jurisdiction that the foregoing covenant may be enforced by VPI in the event of breach by him time or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants territory or any other restriction contained in this paragraph 3 impose a reasonable restraint on Employee in light of Award Agreement is an unenforceable restriction against Optionee, the activities and business of VPI (including VPI's subsidiaries) on the date of the execution provisions of this Award Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction finds that any restriction contained in this Award Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall determine that not affect the scope, time or territorial restrictions set forth are unreasonable, then it is the intention enforceability of any of the parties that such other restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedcontained herein. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. By and in consideration of the Company's entering into this Agreement and providing the compensation and benefits to be provided by the Company to the Executive, and further in consideration of the Executive's continued exposure to the confidential and proprietary information of the Company (a) Employee shall including, without limitation, the Trade Secrets), the Executive agrees that the Executive will not, during the period Term, engage in any "Competitive Activity" (as defined below). For purposes of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for the term "COMPETITIVE ACTIVITY" shall mean engaging in any reason whatsoeverof the following activities: (A) serving as a director of any "Competitor" (as defined below); (B) directly or indirectly through one or more intermediaries, either (x) controlling any Competitor or (y) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and, at the time of any acquisition, do not exceed 5% of the particular class of interests outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive owns an equity interest, a portion of the interests in such Competitor owned by such entity shall be attributed to the Executive, such portion determined by applying the percentage of the equity interest in such entity owned by the Executive to the interests in such Competitor owned by such entity); (C) employment by (including, without limitation, serving as an officer or partner of), providing consulting services to (including, without limitation, as an independent contractor), or managing or operating the business or affairs of, any Competitor; or (D) participating in the ownership, management, operation or control of or being connected in any manner with any Competitor. For purposes of this Agreement, the term "COMPETITOR" shall mean any person (other than the Company or any affiliate thereof) that competes, either directly or indirectly, for himself or herself or on behalf at the time of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) 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 representativedetermination, in any noncommercial property management, rental or sales "Restricted Area" (as defined below) with any of the business or hotel management business in direct competition with VPI conducted by the Company or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries affiliate thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term purposes of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term "RESTRICTED AREA" shall mean any state or territory of this Agreement. It is further agreed by the parties hereto that, United States in which the event that Employee shall cease to be employed hereunder, and shall enter into a Company or any affiliate thereof conducts business or pursue other activities not in competition with VPI (including VPI's subsidiaries), any state or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability subdivision of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedforeign country. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall The Executive agrees that the Executive will not, during the period “Restrictive Period”, as defined below, engage in, or otherwise directly or indirectly be employed by, or act as a consultant or lender to, or be a director, officer, employee, owner, co-venturer, member or partner of, or use or expressly permit the Executive’s name to be used by (collectively an “Engagement With”), any business, entity or organization which has a primary line of Employee's employment business (i.e. representing more than 4.9% of its revenue) involving the sale at retail, whether from store locations, and/or by or from direct mail, catalogues and/or websites, of party goods and/or supplies anywhere in the United States (a “Competing Entity”); provided, however, that in each case the provisions of this Section 8(a) will not be deemed breached merely because the Executive owns not more than five percent (5.0%) of the outstanding common stock of a Competing Entity, if, at the time of its acquisition by the Executive, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities exchange; and provided, further, however, that, subject to the provisions of Section 8(b), nothing herein shall prevent the Executive from working for a business segment or department of a Competing Entity, or a subsidiary, division or other entity that controls or is controlled by a Competing Entity if (and only if), the business segment or department of the Competing Entity for which the Executive provides services, or the subsidiary, division or other entity by which the Executive has an Engagement With (as the case may be), (1) does not itself compete with VPIthe Company, and for a period of two (2) years immediately following the termination Executive does not provide any services, advice, assistance and/or guidance to any business segment or department, subsidiary, division, or other entity of Employee's employment under the Competing Entity which competes with the Company. As used in this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: Section the “Restrictive Period” shall be (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (period the "Territory"); Executive is employed by the Company and (ii) call upon any person who is, at that time, within the Territory, an employee period of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior after the Executive ceases to that timebe employed by the Company for any reason, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property managementor, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) case of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging Executive’s Engagement With any Competing Entity that operates retail stores which are located in any states where the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) Company has retail stores on the date of the execution Executive’s cessation of this Agreement and employment, the current plans period of VPI eighteen (including VPI's subsidiaries); but it is also 18) months period after the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease Executive ceases to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations by the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in Company for any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicablereason. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall not, during the period of Employee's employment with VPI, While employed hereunder and for the (i) a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental thereafter or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following after the Termination Date, if this Agreement is terminated and the Employee is entitled to receive compensation and benefits under either Section 4.5 or Section 4.7 (the "Restricted Period"), Employee shall not, unless he receives the prior written consent of the Board of Directors, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, (A) any Person (x) which competes with the Company in investing or consulting with small and medium sized businesses in the United States with regard to change of control transactions in which the transaction utilizes employee stock ownership plans, or (y) which provides or proposes to provide services to any Person which is a client of the Company as of the Termination Date or to which the Company has outstanding loans or in which the Company then has investments (including warrants or options), or (B) any potential client of the Company with which the Company has discussed a client, loan or investment relationship within 12 months prior to, as applicable, the end of Employee's employment or the Termination Date. Notwithstanding the foregoing, (i) in the event Employee is entitled to receive compensation and benefits under Section 4.5, Employee may terminate this Section 5.2(a) by renouncing and releasing the obligation of the Company to pay any future compensation or benefits under Section 4.5, but such termination of employment stated at the beginning shall not apply to any other provision of this paragraph 3Agreement including, during which without limitation, Section 5.1 and (ii) in the agreements event that the Employee terminates his employment pursuant to Section 4.1 without Good Reason, this Section 5.1 shall apply for only one (1) year after the Termination Date. (b) Employee has carefully read and covenants considered the provisions of Employee made this Section 5.2 and, having done so, agrees that the restrictions set forth in this paragraph 3 Section 5.2 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company, its officers, directors, employees, creditors and shareholders. Employee understands that the restrictions contained in this Section 5.2 may limit his ability to engage in a business similar to the Company's business, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (c) During the Restricted Period, Employee shall be effectivenot, shall be computed by whether for his own account or for the account of any other Person (excluding from such computation the Company), intentionally (i) solicit, endeavor to entice or induce any time during which Employee is employee of the Company to terminate his employment with the Company or accept employment with anyone else or (ii) interfere in violation a similar manner with the business of the Company. (d) In the event that any provision of this paragraph 3Section 5.2 relating to the Restricted Period or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, the Restricted Period or areas of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum time period and/or areas.

Non-Competition. (a) Employee shall not, during During the period of Employee's employment with VPI, Term and for a period of two thirty-six (236) years immediately months following the termination end of Employee's employment under this Agreementthe Term (the "Restricted Period"), for any reason whatsoeverthe Executive shall not, directly or indirectly, for himself or herself or on behalf unless otherwise approved by the Company’s Board of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: Directors (i) 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, including in any noncommercial property managementsuch approval the affirmative vote or consent of a majority of the Company’s independent directors): a. in any manner whatsoever engage in any capacity in any business competitive with the Company's current lines of business (which comprise the design, rental or sales business or hotel management business in direct competition with VPI development, marketing, sale, production and distribution of women’s apparel) or any subsidiary of VPIbusiness currently proposed to be engaged in by the Company, within 100 miles of the locations in which VPI or any of VPI's its subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereofCompany) or by any Company-controlled affiliates, with business currently proposed to be engaged in a sales representative or managerial capacity determined by reference to those future business developments described in the Dynasty Energy Resources, Inc. offering disclosure materials to investors in its private placement consummated concurrently with the reverse merger transaction between the Company and Dynasty Energy Resources, Inc. (collectively, the "Company's Business") for the purpose Executive’s own personal benefit or with for the intent benefit of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including other than the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI Company or any subsidiary of VPI within the Territoryor Company-controlled affiliate; or b. have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company's Business; provided, however, that: (ivi) call upon the Executive may hold, directly or indirectly, solely as an investment, and with now role in operations or management, not more than five percent (5%) of the outstanding securities of any prospective acquisition candidateperson or entity notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Business; and (ii) family relatives of the Executive may own, on Employeecontrol and manage the business of the company without such activities being attributed to the Executive, provided the Executive is at all time in compliance with the terms and conditions of the Non-Competition Agreement between it and the Company. In addition, during the Restricted Period, the Executive shall not publicize, market or otherwise associate himself and/or his name, or any derivative of his name, whether in Chinese or English, in connection with the development or marketing of any any trademarks, designs or any other property for use in the Company's own behalf or Business on behalf of any competitor in person or entity other than the noncommercial property managementCompany, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the its subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or overand Company-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreementcontrolled affiliates. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) The Company shall provide Employee shall not, access to the Confidential Information for use only during the period 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 Employee's employment with VPIthe Company Group, and in consideration thereof and in consideration of the access to Confidential Information, has voluntarily agreed to the covenants set forth in this Section. Employee further agrees and acknowledges that the limitations and restrictions set forth herein, including but not limited to geographical and temporal restrictions on certain competitive activities, are reasonable and not oppressive 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 and substantial and legitimate business interests and goodwill. (b) During the Employment Period and for a period of two (2) years immediately (the “Restricted Period”) following the termination of Employee's employment under this Agreementthe Employment Period for any reason, Employee shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any reason other Person or Persons as principal, agent, employee, shareholder (other than holding equity interests listed on a United States stock exchange or automated quotation system that do not exceed five percent (5%) of the outstanding shares so listed), owner, investor, partner or in any other manner whatsoever, directly or indirectly, for himself engage in or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or compete with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor Business anywhere in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining ordersworld. (c) It is agreed by During the parties hereto that the foregoing covenants in this paragraph 3 impose Restricted Period, Employee shall not (A) knowingly induce or attempt to induce any other Person known to Employee to be a reasonable restraint on Employee in light customer of the activities and Company or its affiliates (each, a “Customer”) to cease doing any business with the Company or its affiliates anywhere in the world or (B) solicit business involving the Business from, or provide services related to the Business to, any Customer. (d) During the Restricted Period, Employee shall not solicit the employment of VPI (including VPI's subsidiaries) on the date any individual who is an employee of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Company or its affiliates, except that Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will shall not be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries)employment of, or similar activitieshiring, or business in locations the operation of which, under any such circumstances, does not violate clause individual (i) whose employment with the Company or one of this paragraph 3, and in any event its affiliates has been terminated before entering into employment discussions with such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) businessSeller, (ii) course of activities who initiates discussions with Employee regarding employment opportunities with Employee or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability responds to a general advertisement or other similarly broad form of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedsolicitation for employees. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning For purposes of this paragraph 3Section 9, during which the agreements and covenants of Employee made in this paragraph 3 following terms shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.have the following meanings:

Non-Competition. (a) Employee shall not, during During the period of Employee's employment with VPI, Term and for a period of two twelve (212) years immediately months following the termination of the Employee's ’s employment under this Agreementif such employment termination was pursuant to Section 5.1 or Section 5.2, for any reason whatsoeveror twenty-four (24) months following the termination of the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Compete Period”), the Employee shall not, directly or indirectly, for himself whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or herself agent of any business, or in any other capacity, other than on behalf of the Company or its Affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or in conjunction association with any other person, company, partnershipfirm, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or advisororganization), or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which is at that timeengages or proposes to engage in (a) the sale, distribution, manufacturing and/or design of structural metal components and assemblies for the automotive industry, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because any other business conducted by the Company, any other member of the difficulty Company Group or any of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) their respective Affiliates on the date of the execution Employee’s termination of employment or within twelve (12) months after the Employee’s employment termination if such employment termination was pursuant to Section 5.1 or Section 5.2, or twenty-four (24) months after the Employee’s employment termination if such employment termination was pursuant to Section 5.3, in the geographic locations where the Company, the other members of the Company Group and/or their respective Affiliates engage or propose to engage in such business (the “Business”). Notwithstanding the foregoing, nothing in this Agreement and shall prevent the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of from owning for passive investment purposes not intended to circumvent this Agreement, VPI less than five percent (including VPI's subsidiaries5%) establishes new locations for its current activities or business, then Employee will be precluded from soliciting of the customers or employees from such new location and from directly competing within 100 miles publicly traded common equity securities of such locations through the term of this Agreement. It is further agreed by the parties hereto that, any company engaged in the event that Business (so long as the Employee shall cease has no power to be employed hereundermanage, operate, advise, consult with or control the competing enterprise and shall enter into no power, alone or in conjunction with other affiliated parties, to select a business or pursue other activities not in competition with VPI (including VPI's subsidiaries)director, manager, general partner, or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention governing official of the parties that such restrictions be enforced to competing enterprise other than in connection with the fullest extent which normal and customary voting powers afforded the court deems reasonable, and the Agreement shall thereby be reformedEmployee in connection with any permissible equity ownership). (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. During Employee’s employment with the Company and for twelve (a12) months thereafter, Employee shall not, during the period of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself on behalf of Employee or on behalf of or in conjunction with any other person, companyenterprise or entity, partnershipin any individual or representative capacity, corporation engage or business participate in any business, including its affiliated Internet entities, that is in competition with the Company or any subsidiary or affiliate of whatever nature: the Company in the United States of America in the field of television retailing, including, without limitation, QVC, Shop NBC (iformerly called ValueVision) engageor World Shopping Source (aka WSS), or Jewelry Television, aka America’s Collectibles Network, Inc., or ACNTV, as an well as any company which subsequently enters the field of television retailing as its primary business (collectively, the “Competing Companies”). Employee’s obligations under this Section shall continue during the Term and for the period after the Term set forth above and shall not, for any reason, cease upon termination of Employee’s employment with the Company. Notwithstanding anything else contained in this Section, Employee may own, for investment purposes only, up to five percent (5%) of the stock of any Competing Company if it is a publicly-held corporation whose stock is either listed on a national stock exchange or on the NASDAQ National Market System and if Employee is not otherwise affiliated with or participating in such corporation. As used herein, “participate” means lending one’s name to, acting as consultant or advisor to, being employed by or acquiring any direct or indirect interest in any business or enterprise, whether as a stockholder, partner, 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of otherwise. In the locations in which VPI event that (1) the Company or any of VPI's its subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that timeaffiliates places, or which has beenplaced for it, all or substantially all of its assets up for sale within one (1) year prior after termination of Employee’s employment hereunder or (2) Employee’s employment is terminated in connection with the disposition of all or substantially all of such assets (whether by sale of assets, equity or otherwise), Employee agrees to that timebe bound by, a customer of VPI (including and to execute such additional instruments as may be necessary or desirable to evidence Employee’s agreement to be bound by, the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf terms and conditions of any competitor non-competition provisions relating to the purchase and sale agreement for such assets, without any consideration beyond that expressed in this Agreement, provided that the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including purchase and sale agreement is negotiated in good faith with customary terms and provisions and the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidatetransaction contemplated thereby is consummated. Notwithstanding the aboveforegoing, the foregoing covenant in no event shall not Employee be deemed bound by, or obligated to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or overenter into, any non-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses competition provisions referred to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee Section 2(b) which extend beyond twelve (12) months, in light of the activities and business of VPI (including VPI's subsidiaries) on each case from the date of termination of Employee’s employment hereunder or whose scope extends the execution scope of the non-competition provisions set forth in this Agreement and the current plans of VPI Section 2(b). The twelve (including VPI's subsidiaries); but it is also the intent of VPI and 12) month time period referred to above shall be tolled on a day-for-day basis for each day during which Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and participates in any event such new business, activities or location are not activity in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Section 2(b) so that Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter is restricted from engaging in the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants conduct referred to in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedSection 2(b) for a full twelve (12) months. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee From the date this Agreement becomes effective until the two-year anniversary of the earlier of (1) the Non-Control Date and (2) the one year anniversary of the Less than Majority Holder Date, NAB shall not, during the period of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever natureshall cause its Subsidiaries not to: (i) engagecontrol, as for purposes of the BHC Act, a bank for purposes of the BHC Act or an officerinsured institution for purposes of the BHC Act, directorhaving a main office or one or more branches in any of the Company States (a “Competing Branch Bank”); or (ii) own, shareholder, owner, partner, joint venturer manage or in a managerial capacity, whether as an employee, independent contractor, consultant or advisoroperate, or as participate in the ownership, management or operation of, any business principally engaged in making (A) consumer loans to individuals or households located in the Company States or (B) loans to businesses located in the Company States with total annual revenues of less than $250,000,000 (any such business, a sales representative“Competing Lending Business,” and either a Competing Branch Bank or Competing Lending Business, a “Competing Business”). (b) Notwithstanding anything in any noncommercial property managementSection 6.8(a) to the contrary, rental NAB and its Affiliates shall not be prohibited or sales business prevented from: (i) owning, managing or hotel operating, or participating in the ownership, management business in direct competition with VPI or any subsidiary of VPIoperation of, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory")Company and its Subsidiaries; (ii) call upon operating any person who is, at that time, within business or engaging in any activity conducted by the Territory, an employee New York Branch of VPI (including NAB during the subsidiaries thereof) in a sales representative or managerial capacity for five years preceding the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate familydate hereof; (iii) call upon any person owning, managing or entity which is at that timeoperating, or which has beenparticipating in the ownership, within one management or operation of, any Competing Branch Bank with its main office and all of its branches solely outside the Company States; (1iv) performing any act or conducting any business expressly required by any agreement related to the IPO; (v) acquiring the capital stock or other equity interests of a Person engaged in a Competing Business that would otherwise constitute an exempt investment under Section (4)(c)(6) of the BHC Act; (vi) making any investment (or engaging in an activity related thereto) in a fiduciary, custodial or agency capacity and carried out, either directly or indirectly, on behalf of clients or other third party beneficiaries; (vii) engaging in any investment management or asset management activity or in any activity related to the provision of asset management or investment management services, including those activities and services involving the use of mutual funds or private funds; (viii) providing any products and services as part of the conduct of MLC Limited and its Subsidiaries substantially as comparable businesses are conducted in the United States; (ix) owning or affiliating with, or conducting any other activity prohibited under Section 6.8(a) with respect to, a person that conducts, either directly or indirectly, a Competing Business and that prior to the consummation of the transactions referred to in clause (A) or (B) below was not an Affiliate of NAB or any of its Affiliates (any such person, together with all of its Affiliates, a “Competing Person”) if such ownership, affiliation or other activity is the result of (A) any merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving NAB or any of its Affiliates with any Competing Person or (B) the acquisition of any Competing Person or any interests in or securities of any Competing Person by NAB or any of its Affiliates, if, in the case of either (A) or (B), no more than 50% of the total consolidated revenues (including as revenues net interest income revenues with respect to a lending business) of such Competing Person in the calendar year prior to such ownership, affiliation or other activity relates to a Competing Business operated in the Company States; (x) acquiring any equity securities or other assets in satisfaction of a debt previously contracted in a distressed or troubled situation; (xi) making loans or providing other services to businesses that timeown, manage or operate, or that participate in the ownership, management or operation of, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the TerritoryCompeting Business; or (ivxii) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor acting in the noncommercial property ordinary course of their respective businesses, including without limitation dealing in any securities and acting in the course of trading, dealing, broking, margin lending, custodial, life insurance, funds management, rental or sales business or hotel investment planning, advisory services, derivatives issuance and risk management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an and investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining ordersbanking. (c) It is agreed by From the parties hereto that date this Agreement becomes effective until the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light two-year anniversary of the activities earlier of (1) the Non-Control Date and business of VPI (including VPI's subsidiaries2) on the date one year anniversary of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For exampleLess than Majority Holder Date, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee NAB shall cease to be employed hereundernot, and shall enter into a business cause its Subsidiaries not to, directly or pursue other activities indirectly solicit for employment or any similar arrangement or hire any officer or employee of the Company or any of its Subsidiaries; provided, however, that this Section 6.8(c) shall not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause apply to (i) any Person no longer employed by the Company or any of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) businessits Subsidiaries, (ii) course any general solicitations for employment through advertisements or other means not targeted at officers or employees of activities the Company or any of its Subsidiaries (and the hiring of any Persons identified by such general solicitations), and (iii) location, as applicableany Person who independently approaches NAB or any of its Subsidiaries where neither NAB nor any of its Subsidiaries had solicited such Person for employment or any similar arrangement in any manner prohibited by this Section 6.8(c). (d) The covenants NAB agrees that (i) if any restraint set forth in this paragraph 3 are severable Section 6.8 is unenforceable, illegal or void, that restraint is severed and separatethe other restraints remain in force, (ii) if any restraint set forth in this Section 6.8 is void for being unreasonable, or would be reasonable if part of the wording was deleted or the period of time was reduced, the restraints will apply with the modifications necessary to make them reasonable, (iii) each of the restraints set forth in this Section 6.8 goes no further than is reasonably necessary to protect the Company’s corporate legitimate business interests, (iv) adequate and sufficient consideration has been received for the restraints set forth in this Section 6.8, (v) compliance with this Section 6.8 will not result in severe economic hardship for NAB, (vi) any breach by NAB of the restraints in Section 6.8 would lead to substantial loss to the Company and that the Company would not have entered into this Agreement if NAB did not agree to this Section 6.8, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (evii) All of the covenants nothing in this paragraph 3 shall Section 6.8 will be construed as an agreement independent of preventing the Company from pursuing any other provision in this Agreement, and all remedies available to it for the existence of any claim breach or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning threatened breach of this paragraph 3Section 6.8, during which the agreements and covenants including recovery of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3money damages or temporary or permanent injunctive relief.

Non-Competition. (a) During the Employment Period and for one year after the date of any such termination of employment, the Employee agrees that, without the prior express written consent of the Company, he shall not, during the period of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself his own benefit or herself or on behalf of as an employee, owner, shareholder, partner, consultant, (or in conjunction with any other representative capacity) for any other person, companyfirm, partnership, corporation or business of whatever nature: other entity (other than the Company), (i) engageengage in the discovery, research and/or development of therapeutic, diagnostic or prophylactic products which work through the same biological mechanisms as an officer, director, shareholder, owner, partner, joint venturer products which at the time of such termination are under active clinical or in a managerial capacity, whether as an employee, independent contractor, consultant pre-clinical development or advisor, have been pre-clinically or as a sales representative, in any noncommercial property management, rental clinically developed by the Company and which the Company has not abandoned (“Related Programs”) or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon solicit or hire (or direct another to solicit or hire) the services of any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative Company or managerial capacity for the purpose or with the intent of enticing attempt to induce any such employee away from or out of any consultant to the Company to leave the employ of VPI the Company (including except when such acts are performed in good faith by the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidateCompany). Notwithstanding the above, the foregoing covenant this provision shall not be deemed to prevent or prohibit Employee from being employed during such one year period by another entity in a managerial role where Employee has overall responsibility for managing (Aor assisting in the management of) acquiring as an investment a research and development portfolio which includes one or more Related Programs, provided that Employee does not violate the terms of Section 6 hereof and does not during such one year term actively advise or direct the discovery, research or development efforts of such other entity in the Related Program(s). During the Employment Period, the Employee shall not own more than two percent 2% of the outstanding common stock of any corporation. The provisions of this Section 5 shall not be deemed to reduce in any way any other fiduciary, contractual or other legal obligation the Employee may have to the Company, including without limitation any obligation which may arise by virtue of any corporation law, securities law, patent or intellectual property law or right, the common law, other agreements with the Company or otherwise. For purposes of Section 5 of this Agreement, the term “solicit” shall mean any communication of any kind whatsoever, regardless of by whom initiated, inviting, encouraging, or requesting any person or entity to take or refrain from taking any action. (2%b) The Employee agrees to comply with the terms set forth in the Proprietary Information and Inventions Agreement previously entered into by the Company and Employee. (c) If at any time within twelve (12) months after the date on which the Employee exercises a Company stock option or stock appreciation right, or on which Company restricted stock vests, or on which income is realized by the Employee in connection with any other Company equity-based award (each of which events is a “Realization Event”), the Employee breaches any provision of Section 5(a) or 5(b) of the capital Agreement in more than a minor, deminimus or trivial manner that causes or is likely it cause, more than deminimus financial or reputational harm to the Company (and, if such breach is susceptible to cure, the Employee does not cure such breach and harm within ten (10) days after the Employee’s receipt of written notice of such breach of the Company which specifies in reasonable detail the facts and circumstances claimed to be the basis for such breach), then (i) the Employee shall forfeit all of Employee’s unexercised (including unvested) Neurogen Corporation stock options and restricted stock and (ii) any gain realized within the twelve (12) months prior to such breach from the exercise of any Company stock options or the vesting of any Company restricted stock or other equity-based awards by the Employee from the Realization Event shall be paid by the Employee to the Company upon written notice from the Company within ninety (90) days of such notice (such payments may be made in increments over such period). Such gain shall be determined after reduction for any taxes paid (or, if such gain is determined before such taxes are paid, owing, provided that such taxes are actually paid in a timely manner) by the Employee which are attributable to such gain as of the date of the Realization Event, and without regard to any subsequent change in the Fair Market Value (as defined below) of a competing business whose stock share of Company common stock; provided that any federal or state income tax benefit actually realized by the Employee as a result of making payments to the Company under this Section 5(c) (relating to any of the next ten (10) tax year periods) shall also be paid to the Company within fifteen (15) days of such realization. Such gain shall be paid by the Employee delivering to the Company shares of Company Common Stock with a Fair Market Value on the date of delivery equal to the amount of such gain. To the extent permitted by applicable law, the Company shall have the right to offset such gain against any amounts otherwise owed to the Employee by the Company (whether as wages, vacation pay, or pursuant to any benefit plan or other compensatory arrangement). For purposes of this Section 5(c), the “Fair Market Value” of a share of Company Common Stock on any date shall be (i) the closing sale price per share of Company Common Stock during normal trading hours on the national securities exchange on which the Company Common Stock is principally traded for such date or the last preceding date on which there was a sale of such Company Common Stock on such exchange or (ii) if the shares of Company Common Stock are then traded on the NASDAQ Stock Market or any other over-the-counter market, the average of the closing bid and asked prices for the shares of Company Common Stock during normal trading hours in such over-the-counter market for such date or the last preceding date on which there was a sale of such Company Common Stock in such market, or (iii) if the shares of Company Common Stock are not then listed on a national securities exchange or traded in an over-the-counter or (B) engaging in market, such value as the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto thatCompensation Committee, in its sole discretion, shall reasonably determine. In the event that Employee shall cease the Company seeks to be employed hereunderenforce the provisions of this Section 5(c), and shall enter into a business or pursue other activities such enforcement is contested by the Employee, and it is finally determined that the Employee is not in competition with VPI (including VPI's subsidiariessubject to the provisions of this Section 5(c), or similar activities, or business then the Company shall (i) reimburse the Employee for reasonable attorneys’ fees incurred by the Employee in locations connection with such contest; and (ii) pay to the operation of which, under such circumstances, does not violate Employee an additional amount equal to one (1) times the amount in clause (i) of this paragraph 3, and in any event ); provided that such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations payment under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, clause (ii) course of activities or (iii) location, as applicableshall not exceed $250,000. (d) Any termination of the Employee’s employment or of this Agreement shall have no effect on the continuing operation of this Section 5. (e) The covenants in this paragraph 3 are severable Employee acknowledges and separateagrees that the Company will have no adequate remedy at law, and could be irreparably harmed, if the unenforceability Employee breaches or threatens to breach any of any specific covenant shall not affect the provisions of this Section 5. The Employee agrees that the Company shall be entitled to equitable and/or injunctive relief to prevent any breach or threatened breach of this Section 5, and to specific performance of each of the terms hereof in addition to any other covenantlegal or equitable remedies that the Company may have. MoreoverThe Employee further agrees that Employee shall not, in any equity proceeding relating to the event enforcement of the terms of this Section 5, raise the defense that the Company has an adequate remedy at law. (f) The terms and provisions of this Section 5 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall thereby be affected. The parties hereto acknowledge that the potential restrictions on the Employee’s future employment imposed by this Section 5 are reasonable in both duration and geographic scope and in all other respects. If for any reason any court of competent jurisdiction shall determine find any provisions of this Section 5 unreasonable in duration or geographic scope or otherwise, the Employee and the Company agree that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions and prohibitions contained herein shall be enforced effective to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedallowed under applicable law in such jurisdiction. (eg) All The parties acknowledge that this Agreement would not have been entered into and the benefits described in Section 4 of this Agreement would not have been promised in the absence of the covenants in Employee’s promises under this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3Section 5.

Non-Competition. (a) Employee shall not, Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: a. Executive agrees that during the period term of Employee's employment and until the first anniversary of the date of termination of Executive’s employment with VPIthe Company or any subsidiary of the Company, and for a period as the case may be (the “Non-Competition Period”), the Executive will not directly or indirectly, (i) engage in any business that operates quick service restaurants that compete directly with the business of two (2) years immediately following El Pollo Loco, Inc. or its Affiliates in any market in which El Pollo Loco, Inc. or its Affiliates operate restaurants or have targeted operating restaurants at the time of termination of Employee's Executive’s employment under this Agreement(a “Competitive Business”), for (ii) enter the employ of, or render any reason whatsoeverservices (including in an advisory capacity, consulting capacity, or otherwise) to, any person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engage, as an individual, partner, shareholder, officer, director, shareholderprincipal, owneragent, partner, joint venturer trustee or in a managerial capacity, whether as an employee, independent contractor, consultant or advisorconsultant, or as a sales representative, in any noncommercial property management, rental (iv) interfere with business relationships (whether formed before or sales business or hotel management business in direct competition with VPI or any subsidiary after the date of VPI, within 100 miles of this Agreement) between the locations in which VPI Company or any of VPI's subsidiaries conducts any noncommercial property managementits Affiliates and customers, rental suppliers, partners, members or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out investors of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his Company or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidateits Affiliates. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring Executive may, directly or indirectly own, solely as an investment not more than two percent (2%) investment, securities of the capital stock of a competing business whose stock is any person engaged in Competitive Business which are publicly traded on a national securities or regional stock exchange or on the over-the-counter or (B) engaging in the hotel management business market if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause Executive (i) of this paragraph 3is not a controlling person of, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive 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. b. Executive further agrees that during the Non-Competition Period, Executive will not, directly or indirectly, (i) businesssolicit or encourage any employee of the Company or its Affiliates to leave the employment of the Company or its Affiliates, (ii) course solicit or encourage any employee who was employed by the Company or its Affiliates as of activities the date of Executive’s termination of employment with the Company or who left the employment of the Company or its Affiliates within one year prior to or after the termination of Executive’s employment with the Company, or (iii) location, as applicablesolicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates. (d) The covenants c. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this paragraph 3 are severable and separateSection 8 to be reasonable, and if a final judicial determination is made by a court of competent jurisdiction that the unenforceability of time or territory or any specific covenant shall not affect other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of any other covenantthis Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. MoreoverAlternatively, in the event 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 determine that not affect the scope, time or territorial restrictions set forth are unreasonable, then it is the intention enforceability of any of the parties that such other restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedcontained herein. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) The Employee shall not, during the period (the “Restricted Period”) from the date hereof until the later of Employee's employment with VPI, and for a period of two (2) years immediately following one year after the termination of Employee's his employment with the Company or the third anniversary of the Closing date (as defined in the Asset Purchase Agreement dated September 10, 2007 by and among the Company, Employee and other parties set forth on the signatory page thereto (the “APA”)): i) Without the prior written consent of the Company (A) directly or indirectly acquire or own in any manner any interest (whether through a debt or equity instrument) in any person, firm, partnership, corporation, association or other entity (including the Company) which engages or plans to engage in any facet of the Business or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates anywhere with the Territory. Territory means any state (including the District of Columbia), territory or possession of the United States within which the Company presently or hereafter does business or within a 50-mile radius of any of the Owned Premises, Owned Real Estate, Real Property and/or Leased Premises (as defined in the APA), (B) be employed by or serve as an employee, agent, officer, director of, or as a consultant to, any person, firm, partnership, corporation, association or other entity which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Territory, or (C) utilize his special knowledge of the business of each Seller or the Company and his relationship with customers, suppliers and others to compete with Company and/or its Affiliates in any business which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Territory; provided, however, that nothing herein shall be deemed to prevent either Employee from (x) acquiring through market purchases and owning, solely as a passive investment, less than one percent in the aggregate of the equity securities of any class of any issuer whose shares are registered under §12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Employee is not a member of any “control group” (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer. Employee acknowledges and agrees that the covenants provided for in this AgreementSection are reasonable and necessary in terms of time, area and line of business to protect the trade secrets of the Company. Employee further acknowledges and agrees that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Company’s legitimate business interests, which include its interests in protecting the Company’s (i) valuable confidential business information, (ii) substantial relationships with customers, and (iii) customer goodwill associated with the ongoing Business. Employee hereby expressly authorizes the enforcement of the covenants provided for in this Section by (A) the Company and its subsidiaries, (B) the Company’s permitted assigns, and (C) any reason whatsoeversuccessors to the Company’s business. To the extent that the covenants provided for in this Section may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced. ii) The Employee shall not, directly or indirectly, for himself or herself or on behalf of or in conjunction with for any other person, companyfirm, corporation, partnership, corporation association or business of whatever nature: (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI other entity (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereofCompany), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) solicit any of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or Sellers’ employees employed in the Business, (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because call on or solicit any of the difficulty of measuring economic losses to VPI as a result of a breach actual customers or clients of the foregoing covenantBusiness, nor shall Employee make known the names and because addresses of such customers or any information relating in any manner to the immediate and irreparable damage that could be caused Company’s or the Sellers’ trade or business relationships with such customers, (C) in any manner, directly or indirectly, attempt to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him seek to cause any entity to refrain from dealing or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and doing business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities Company or business, then Employee will be precluded from soliciting the customers assist any entity in doing so or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease attempting to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities do so or (iiiD) location, as applicableemploy any employees of Company. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. For so long as a Principal Investor or any member of its Principal Investor Group (ax) Employee has the right to designate a director pursuant to Section 2.1(a), (y) actually designates a board observer as permitted pursuant to Section 2.1(f) or (z) elects to continue to receive any Information from the Company or its Subsidiaries pursuant to Section 2.8, such Principal Investor, its Affiliates, its Affiliate Co-investors and its Co-investment Vehicles shall notnot directly or indirectly through one or more Affiliates own, during manage, operate, control or participate in the period ownership, management, operation or control of Employee's employment with VPIany Competitor; provided that nothing in this Section 2.7 shall prohibit any Principal Investor, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreementits Controlled Affiliates, for any reason whatsoeverAffiliate Co-investors or Co-investment Vehicles from acquiring or owning, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (a) up to 5% of the aggregate voting securities of any Competitor (i) engagethat is a publicly traded Person or (ii) that is not a publicly traded Person; provided that neither the Principal Investor, as an officernor any of its Controlled Affiliates, directorAffiliate Co-investors or Co-investment Vehicles, shareholderdirectly or indirectly through one or more Affiliates, owner, partner, joint venturer or in designates a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles member of the locations board of directors (or similar body) of such Competitor or its Affiliates or is granted any other governance rights with respect to such Competitor or its Affiliates (other than customary governance rights granted in which VPI or any connection with the ownership of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"debt securities); (iib) call upon any person who is, at that time, within the Territory, an employee non-convertible debt securities of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate familyCompetitor; (iiic) call upon any person securities of any Competitor as defined in clause (b) of the definition of Competitor, so long as such Person’s rental activities are limited in all material respects to equipment manufactured or entity which is at assembled by such Person or its Affiliates; (d) any securities of any Competitor, so long as (i) such Person’s annual revenue derived from rental operations that time, or which has been, qualify such Person as a Competitor are limited to no more than 25% of total annual revenue of such Person on a consolidated basis and (ii) such rental operations of such Person are divested within one (1) year prior to that time, a customer 12 months of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territorybeing acquired; or (ive) call upon any prospective acquisition candidatesecurities of any Person that is a Competitor, on Employee's own behalf substantially all of whose operations are conducted outside of North America and Europe; provided that prior to any Principal Investor or its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles acquiring or owning such securities, such potential purchaser shall have given written notice to the Company, in reasonable detail, of the opportunity to acquire such securities and of such potential purchaser’s good faith interest in pursuing the opportunity, and the Company shall not have, within 10 Business Days of receipt of such notice, notified such potential purchaser of its good faith interest in pursuing such opportunity on behalf of any competitor in itself or one or more of the noncommercial property managementCompany’s Subsidiaries. If such a notice of interest has been timely delivered, rental or sales business or hotel management business, which candidate, the Board shall give written notice to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, potential purchaser if the Company subsequently determines not to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined continue to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action opportunity, in which case the foregoing proviso shall cease to apply with respect to pursuing such acquisition candidateopportunity. Notwithstanding Nothing in this Section 2.7 shall prohibit ▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Partners, Inc. (“MLGP”) or its Affiliates from engaging in trading, asset management (including proprietary trading and hedge fund and similar activities), financial advisory, lending or other applicable financial services activities in its ordinary course of business so long as no confidential information relating to the aboveCompany, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) any of the capital stock Company’s Subsidiaries or the acquisition of a competing business whose stock Hertz is traded on a national securities exchange or over-the-counter or (B) engaging used in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles course of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicableactivity. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall not, during Through the period of date on which the Employee's employment with VPIthe Company is terminated (the "Termination Date") and, and for a period of two (2) years immediately following in the termination of event that the Employee's employment under this Agreementwith the Company is terminated other than (i) by the Company pursuant to Sections 9(b) (termination by the Company without Good Cause) or 9(g) (termination by the Company following a Change of Control) or (ii) by the Employee pursuant to Sections 9(d) (termination by the Employee following loss of Board seat) or 9(g) (termination by the Employee following a Change of Control), for any reason whatsoeveruntil the Expiration Date, the Employee will not, directly or indirectly, for himself or herself or on behalf of or engage in conjunction with any other person, company, partnership, corporation or the business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or advisorof, or own or control an interest in (except as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within passive investor owning less than one percent (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock equity securities of a competing publicly-owned company), or act as director, officer or employee of, or consultant to, any individual, partnership, joint venture, corporation or other business whose stock is traded on a national securities exchange entity directly or over-the-counter or (B) engaging indirectly engaged anywhere in the hotel management United States in any Business (as hereinafter defined) competing with the business if then being carried on by the Employee's employment hereunder is terminated after Company or its subsidiaries or contemplated by the initial three-year term Company or its subsidiaries to the extent included within the definition of "Business." In the event any of the provisions of this Agreement. (bSection 5(a) Because of are unenforceable by law, then the difficulty of measuring economic losses to VPI restrictions shall be for such period and such geographic area as a result court shall find is necessary to protect the Company. The provisions of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could this Section 5(a) shall no longer be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI enforceable in the event of breach by him the Company either files for bankruptcy or her, by injunctions other protection from creditors (which filing is not dismissed within 180 days) or advises its shareholders in a press release and restraining orders. (c) It is agreed by in a filing with the parties hereto Securities and Exchange Commission that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease ceasing to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed operate as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3ongoing business.

Non-Competition. (ai) Employee shall notIn order to protect the legitimate business interest of the Buyer Group and its Affiliates, and in consideration for the good and valuable consideration directly or indirectly offered to each Seller and Seller Owner, during the period of Employee's employment with VPIRestricted Period, each Seller (other than Vulcan and for a period of two (2the Trident Sellers) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoeverand Seller Owner shall not, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other personPerson, company, partnership, corporation or business of whatever nature: (i) engage, whether as an officeragent, director, shareholder, owneremployee, partner, joint venturer venturer, investor or otherwise, engage in any Competitive Activity (as defined below), or own any interest in (other than through the passive ownership of less than 2% of the outstanding shares of any class of capital stock of a managerial capacitycorporation which is publicly traded on a national securities exchange) any Competitive Enterprise (as defined below) anywhere in the world. (ii) For purposes of this Section 6.18, “Competitive Activity” shall mean the Seller or the Seller Owner, directly or indirectly, for himself or for any other person, (A) accepting investment capital from any source for purposes of managing such capital in accordance with investment strategies, trading strategies or any other business activities identical or similar to any of those engaged in by the Buyer Group and its Affiliates (other than in such Seller’s or Seller Owner’s capacity as a member or employee of the Buyer Group or its Affiliates), including but not limited to private equity, buyout, lending, debt, small business investment, in each case consistent with the investment strategies managed by the Buyer Group or its Affiliates as of the date of this Agreement, (B) providing services (whether as an employee, independent contractorofficer, consultant or advisordirector, member, consultant, or as a sales representative, otherwise) or owning an equity interest in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business Competitive Enterprise (the "Territory"defined below); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), ; provided that Employee shall be permitted to call upon and hire any member the passive ownership by a Seller or Seller Owner of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the outstanding shares of any class of capital stock of a competing business whose stock corporation which is publicly traded on a national securities exchange will not be deemed to be a Competitive Activity, so long as such Seller or over-the-counter or (B) engaging Seller Owner is not otherwise participating in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI such corporation and/or (including VPI's subsidiariesC) on directly or indirectly, in any capacity, interfering, or attempting to interfere, with the date of the execution of this Agreement relationship between a Buyer Group Investor and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for Buyer Group or its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicableAffiliates. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. Each of the Stockholders agrees that (a) Employee shall not, during for the period commencing at the Closing and expiring on the date that is six months after the first date on which such Stockholder’s Voting Percentage is less than 10%, neither such Stockholder nor any of Employee's employment with VPIits Controlled Affiliates shall directly engage in the provision to retail mass market customers in the Territory through a terrestrial facilities-based network of Commercial Mobile Radio Services, and for Broadband Internet Access Service or acting as a period Multichannel Video Programming Distributor, in each case as such term is defined by the Federal Communications Commission as of two (2) years immediately following the termination date of Employee's employment under this the Business Combination Agreement, for any reason whatsoeverincluding conventional mobile virtual network operator, directly or indirectly, for himself or herself or on behalf but in each case excluding the provision of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engagedevices, as an officersoftware, directorapps, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon advertising and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or “over-the-counter top” services on or through mobile, wireless or wired networks, (Bii) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial threeresale of network services ancillary to providing Internet of Things products or services, including autonomous driving, accident prevention, monitoring and security, smart agriculture, demand forecasting, consumer services, preventative medicine, health monitoring and smart houses and mapping services, and/or (iii) satellite-year term of this Agreement. based services, and (b) Because in the case of the difficulty of measuring economic losses to VPI as a result of a breach DT Stockholder, for the period commencing at the Closing and expiring on the first anniversary of the foregoing covenant, and because termination of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedyTrademark License in accordance with its terms and, Employee agrees that the foregoing covenant may be enforced by VPI in the event case of breach by him the SoftBank Stockholder, at any time after the Closing, manufacture, market or herdistribute any products or services under, by injunctions and restraining orders. (c) It is agreed by or use in any way, the parties hereto that the foregoing covenants trademark T-MOBILE in this paragraph 3 impose a reasonable restraint on Employee in light connection with any of the activities described in clause (a) (subject to the exceptions therein), other than by the Company and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced its Affiliates in accordance with the changing locations terms of VPI the Trademark License (including VPI's subsidiarieseach of (a) throughout and (b), a “Competing Business”). Each of the term of this Agreement. For example, ifStockholders further agrees that, during the term applicable period set forth in clause (a) or (b), it will not acquire an interest in (whether as a stockholder, member or partner, but in each case excluding any such interest not exceeding 10% of this Agreement, VPI (including VPI's subsidiaries) establishes new locations the voting equity of a Person engaged in a Competing Business or any such interests in a Person engaged in a Competing Business if the aggregate purchase price for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles all of such locations through the term of this Agreement. It interests is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiariesless than $50,000,000), or similar activitiesmanage, operate, or business control, or act as or have the right to appoint a director of, any Person engaged in locations a Competing Business (other than the operation of which, under such circumstances, does not violate clause Company and its Subsidiaries) (i) of it being understood that no ownership permitted by this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee sentence shall not be chargeable with considered to be a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions breach of any other covenantpart of this Section 6.1). Moreover, in If the event any final judgment of a court of competent jurisdiction shall determine declares any term or provision of this Section 6.1 invalid or unenforceable, the parties hereto agree that the scopecourt making the determination of invalidity or unenforceability shall have the power to and shall reform this Section 6.1 to reduce the time, time geographic area and/or scope of activity, to delete specific words or territorial restrictions set forth are unreasonablephrases, then it and/or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonableinvalid or unenforceable term or provision, and the this Agreement shall thereby be reformedenforceable as so modified. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall notIn consideration of this Agreement, and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during the period of Employee's Executive’s employment with VPI, hereunder and for a period of two twelve (212) years immediately following months thereafter (the termination “Restricted Period”), Executive shall not, without the prior written consent of Employee's employment under this Agreement, for any reason whatsoeverthe Company, directly or indirectly, for himself engage in or herself become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or on behalf other endeavor involving Similar Products if such business or endeavor is in a country (including the United States) in which the Company (or any of its businesses) provides or planned to provide during Executive’s employment hereunder such Similar Products; (ii) “Similar Products” means any products or services that are the same or similar to any of the types of products or services that the Company (or any of its businesses) provides, has provided or planned to provide during Executive’s employment hereunder; and (iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in conjunction any other individual or representative capacity with any other person, companyindividual, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or other organization that is engaged in a managerial capacityCompetitive Activity. Executive acknowledges that Executive’s covenants under this Section 2(b) are a material inducement to the Company’s entering into this Agreement. Further, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, Executive acknowledges that the restrictions set forth in any noncommercial property management, rental or sales this provision are reasonable and not greater than necessary to protect and maintain the proprietary and other legitimate business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles interests of the locations in which VPI or any Company, and that the enforcement of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in these restrictions would not prevent Executive from earning a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidatelivelihood. Notwithstanding the aboveforegoing, Executive may make and retain investments during the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an Restricted Period, for investment not more purposes only, in less than two one percent (21%) of the outstanding capital stock of any publicly-traded corporation engaged in a competing business whose Competitive Activity if the stock of such corporation is traded either listed on a national securities stock exchange or over-the-counter or (Bon the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation. Executive acknowledges that Executive’s covenants under this Section 2(b) engaging in are a material inducement to the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of Company’s entering into this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee Except as expressly permitted herein, effective as of the Effective Time Executive agrees that he shall not, during until 11:59 p.m. on the period second anniversary of Employee's employment the Effective time: (i) directly or indirectly own, engage in, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or be connected as a stockholder, director, officer, employee, agent, partner, joint venturer, member, beneficiary, or otherwise with, any corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity or individual which in any way competes with VPIthe Company or any of its Subsidiaries in the business of manufacturing, and for marketing or distributing wood or vinyl windows or doors or vinyl siding or in any other material business activity that the Company or any of its Subsidiaries is conducting as of the date of this Agreement (a period of two (2"Competing Business") years immediately following in the termination of Employee's employment under this AgreementUnited States; PROVIDED, for any reason whatsoeverHOWEVER, that the Executive may own, directly or indirectly, for himself securities of any entity traded on any national securities exchange or herself listed on the National Association of Securities Dealers Automated Quotation System that is a Competing Business if Executive does not, directly or on behalf indirectly, own 10% or more of or in conjunction with any other person, company, partnership, corporation or business class of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or advisorequity securities, or as a sales representativesecurities convertible into or exercisable or exchangeable for 10% or more of any class of equity securities, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory")such entity; (ii) call upon during the term of non-competition, use Executive's access to, knowledge of, or application of Confidential Information and Trade Secrets to perform any person who is, at material duty for any Competing Business; it being understood and agreed to that time, within the Territory, an employee of VPI this clause (including the subsidiaries thereofii) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted in addition to call and not be construed as a limitation upon and hire any member of his or her immediate familythe covenants in clause (i) hereof; (iii) call upon directly or indirectly aid, abet, or otherwise assist in a material way any person individual, business, or other organization or entity which that is at that timea Competing Business in the United States; (iv) directly or indirectly request or advise any present or future customers or suppliers of the Company or any of its Subsidiaries to cancel any contracts with the Company or any of its Subsidiaries or curtail their dealings with the Company or any of its Subsidiaries; (v) directly or indirectly request or advise any present or future service provider or financial resource of the Company or any of its Subsidiaries to withdraw, curtail, or which has been, within one (1) year prior cancel the furnishing of such service or resource to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI Company or any subsidiary of VPI within the Territoryits Subsidiaries; or (ivvi) call upon any prospective acquisition candidatedirectly or indirectly hire, on Employee's own behalf attempt to hire, or on behalf of any competitor in the noncommercial property management, rental contact or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action solicit with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) hiring any then significant employee of the capital stock Company or any of a competing business whose stock is traded on a national securities exchange its Subsidiaries, or over-the-counter otherwise induce or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because attempt to influence any employee of the difficulty of measuring economic losses Company to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him terminate his or her, by injunctions and restraining ordersher employment. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall notBy and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period of Employee's employment with VPI, commencing on the date hereof and for a period of two ending twelve (212) years immediately months following the termination date upon which the Executive shall cease to be an employee of Employee's employment under this Agreementthe Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restricted Period”), he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its subsidiaries (or any reason whatsoeverother entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, for himself own 1% or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf more of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose class of acquiring securities of such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the aboveforegoing, the foregoing covenant covenants contained in this Section 6.1(a) shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI apply in the event of breach by him the Executive’s termination of employment upon or her, by injunctions and restraining orders. (c) It is agreed by after the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light expiration of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced one-year renewal term in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicableSection 1 above. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) Executive will not, during within the period of Employee's employment with VPI, and for a period of two (2) years immediately during which the Award remains unvested following the termination of Employee's his employment under this Agreement, with the Company for any reason whatsoever(the “Post-Termination Period”) or during Executive’s employment (collectively with the Post-Termination Period, the “Restricted Period”), accept an employment or consulting relationship (or own or have any financial interest in), directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or entity engaged in the business of whatever nature: providing [Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (iC4ISR) engagerelated products and systems and information and technical services to military, government and commercial customers within the United States]. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an officerinvestment, 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf securities of any competitor in the noncommercial property management, rental or sales business or hotel management business, Person which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is are publicly traded on a national securities or regional 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 (Bii) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term does not, directly or indirectly, own 5% or more of this Agreementany class of securities of such Person. (b) Because It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Appendix B to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to 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 enforceability of any of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining ordersrestrictions contained herein. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light The period of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, time during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect which the provisions of any other covenant. Moreover, this Appendix B shall be in effect shall be extended by the event length of time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction shall determine that on the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedCompany’s application for injunctive relief. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall not8.1 The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the period term of Employee's Participant’s employment with VPI, and for a period of two (2) years immediately following after the termination of Employee's employment under this Agreement, for any reason whatsoever, thereof (the “Restriction Period”): (a) The Participant will not directly or indirectlyindirectly engage in any business substantially similar to any line of business conducted by the Company or any of its Affiliates, for himself or herself or on behalf of or in conjunction with any other personincluding, companybut not limited to, partnership, corporation or business of whatever nature: (i) engage, where such engagement is as an officer, director, shareholderproprietor, owneremployee, partner, joint venturer or in investor (other than as a managerial capacityholder of less than 1% of the outstanding capital stock of a publicly traded corporation), whether as an employeeconsultant, independent contractor, consultant or advisor, agent or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations geographic region in which VPI the Company or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory")its Affiliates conducted business; (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because The Participant will not contact, solicit, perform services for, or accept business from any customer or prospective customer of the difficulty Company or any of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders.its Affiliates; (c) It The Participant will not directly or indirectly induce any employee of the Company or any of its Affiliates to: (1) engage in any activity or conduct which is agreed prohibited pursuant to subparagraph 8.1(a); or (2) terminate such employee’s employment with the Company or any of its Affiliates. Moreover, the Participant will not directly or indirectly employ or offer employment (in connection with any business substantially similar to any line of business conducted by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light Company or any of the activities and business of VPI (including VPI's subsidiariesits Affiliates) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed to any person who was employed by the parties hereto that, in the event that Employee Company or any of its Affiliates unless such person shall cease have ceased to be employed hereunder, and shall enter into by the Company or any of its Affiliates for a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation period of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable.at least 12 months; and (d) The covenants Participant will not directly or indirectly assist others in engaging in any of the activities, which are prohibited under subparagraphs (a) — (c) above. Notwithstanding the foregoing, if the Restriction Period set forth herein is shorter in duration following Participant’s termination of employment with the Company and its Affiliates than in any other prior Award Agreement, the Restriction Period set forth herein shall be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, if the Restriction Period is longer in this paragraph 3 are severable Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and separate, related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (and the unenforceability Participant shall be deemed to have consented to such amendment by executing this Agreement). 8.2 It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any specific covenant shall not affect other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of any other covenantthis Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable against such Participant. MoreoverAlternatively, in the event 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 determine not affect the enforceability of any of the other restrictions contained herein. The restrictive covenants set forth in this Section 8 shall be extended by any amount of time that the scope, time or territorial restrictions set forth are unreasonable, then it Participant is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI breach of such covenants. It is specifically agreed , such that the period Company receives the full benefit of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3duration set forth above.

Non-Competition. At all times while the Executive is employed by the Company and for a twelve (a12) Employee shall not, during month period after the period termination of Employeethe Executive's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, Company for any reason whatsoeverreason, the Executive shall not, directly or indirectly, for himself engage in or herself or on behalf of or have any interest in conjunction with any other person, companysole proprietorship, partnership, corporation or business of whatever nature: or any other person or entity (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractorofficer, director, partner, agent, security holder, creditor, consultant or advisor, otherwise) that directly or as indirectly (or through any affiliated entity) engages in a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary Competitive Business; provided that such provision shall not apply to the Executive's ownership of VPI, within 100 miles Common Stock of the locations in which VPI Company or any the acquisition by the Executive, solely as an investment, of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf securities of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereofissuer that is registered under Section 12(b) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%12(g) of the capital stock Securities Exchange Act of a competing business whose stock is traded 1934, as amended, and that are listed or admitted for trading on a any United States national securities exchange or over-the-counter that are quoted on the National Association of Securities Dealers Automated Quotations System, or (B) engaging any similar system or automated dissemination of quotations of securities prices in common use, so long as the hotel management business if Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. For these purposes, "Competitive Business" shall mean the Employee's employment hereunder is terminated after the initial three-year term marketing of any Restricted Product to any Restricted Class of Accounts. For purposes of this Agreement. , "Restricted Product" means butter toffees, tea biscuits, wafers or any item from which the Company derives more than thirty percent (b30%) Because of its net sales, as defined in Section 3.1 hereof, for any fiscal year of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout Company during the term of this Agreement. For examplepurposes of this Agreement, if"Restricted Class of Accounts" shall mean, with respect to any Restricted Product, any of the following classes of accounts if more than thirty percent (30%) of the Company's net sales from the Restricted Product for any fiscal year during the term of this Agreement, VPI Agreement are derived from sales to that class of account: (including VPI's subsidiaries1) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two mass merchandisers; (2) years following termination of employment stated at the beginning of this paragraph dollar stores; (3, during which the agreements ) groceries; (4) grocery wholesalers; (5) candy and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.tobacco jobbers; (6) gift baskets; (7) specialty food distributors; (8) food distributors; (9) vending operators; and (10)

Non-Competition. (a) In consideration for, among other things, the Company's agreements herein and the Company's and its Subsidiaries' agreements in the Merger Agreement, and recognizing the Employee's status as an Investor in the Company pursuant to the Investment Agreement and as a stockholder of the Company, the Employee shall nothereby agrees that, during any period during which the Employee is employed by the Company, the period of one year following the date of the Employee's employment with VPITermination upon Retirement, and for a and/or any period of two (2) years immediately following during which the termination of Employee's employment under Employee is receiving any compensation pursuant to this Agreement, for any reason whatsoeverincluding, directly or indirectlywithout limitation, for himself or herself or on behalf of or in conjunction with compensation pursuant to Section 5(a) and 5(b) hereof during the Initial Severance Period, the Additional Severance Period, if any, and any other person, company, partnership, corporation or business of whatever nature: (iperiod during which payments are being made to the Employee pursuant to and in accordance with such Sections 5(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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereofand 5(b), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that timeand, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after with the initial three-year term of this Agreement. Company terminates pursuant to Section 4(b) (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that Company for Cause) or Section 4(e) (by the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light without Good Reason) hereof, then also during the longer of (i) the activities and business period of VPI (including VPI's subsidiaries) one year commencing on the date of such Termination of Employment, and (ii) the execution period of two years from the Closing Date, all of which applicable periods shall automatically be extended by a period of time equal to any period in which the Employee is in breach of any obligations under this Agreement and Section 8 (all of which applicable periods, including any such extension, the current plans "Restricted Period"), the Employee shall not ---------- ------ engage, directly or indirectly (except as a stockholder, director, officer, and/or employee of VPI the Company and/or any of its Subsidiaries), as a proprietor, equityholder, investor (except as a passive investor holding not more than 3% of the outstanding capital stock of a publicly held company), lender, partner, director, officer, employee, consultant, or representative, or in any other capacity: (A) in the manufacture of folding cartons or sleeves manufactured, at least in part, of rigid plastic, (B) the manufacture, design, printing or production of specialty packaging products for use in the cosmetics, entertainment (including VPIrecorded music, video, software, multimedia and electronic gaming) or tobacco markets, in each case anywhere in the world (the Employee hereby acknowledging that the Company and its Subsidiaries do such business worldwide), or (C) in any other business which the Company or any of its Subsidiaries may conduct at any time during the period of the Employee's subsidiaries); but it is also employment hereunder, anywhere that the intent of VPI and Employee that Company or any its Subsidiaries may conduct such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, business at any time during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in non-competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicableobligations. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall not, during The Executive acknowledges that in the period course of Employee's his employment with VPIthe Company he will become familiar with trade secrets and customer lists of, and other confidential information concerning, the Company and its subsidiaries, affiliates and clients and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that for so long as he is employed by the Company and for a period of two (2) years immediately one year following the termination Date of Employee's employment under this AgreementTermination (the “Noncompetition Period”) he shall not, for without the express consent of the Board, in any reason whatsoevermanner, directly or indirectly, for himself or herself or on behalf of or in conjunction with through any other person, company, partnershipfirm, corporation or business enterprise, alone or as a member of whatever nature: (i) engage, a partnership or as an officer, director, shareholderstockholder, ownerinvestor or employee of or advisor or consultant to any person, partnerfirm, joint venturer corporation or in a managerial capacityenterprise or otherwise, whether as an employee, independent contractor, consultant engage or advisorbe engaged, or as a sales representativeassist any other person, firm, corporation or enterprise in engaging or being engaged, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of being conducted by the locations in which VPI Company or any of VPI's its subsidiaries conducts or affiliates as of the Date of Termination in any noncommercial property management, rental geographic area in which the Company or sales business any of its subsidiaries or hotel management business affiliates is then conducting such business. (c) Nothing in this Section 7 shall prohibit the "Territory"); Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) call upon any person who is, at that time, within the Territory, an employee a passive owner of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital outstanding publicly-traded common stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging any corporation so long as the Executive has no active participation in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicablecorporation. (d) The covenants in If, at any time of enforcement of this paragraph 3 are severable and separateSection 7, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any a court of competent jurisdiction shall determine or an arbitrator holds that the scoperestrictions stated herein are unreasonable under circumstances then existing, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties hereto agree that the maximum period, scope or geographical area reasonable under such restrictions circumstances shall be enforced to substituted for the fullest extent which stated period, scope or area and that the court deems reasonableshall be allowed to revise the restrictions contained herein to cover the maximum period, scope and the Agreement shall thereby be reformedarea permitted by law. (e) All of In the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed event that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3Section 7 is not performed in accordance with its terms or is otherwise breached, (i) the Company’s obligations under Sections 6 and 9 hereof shall thereupon cease, and (ii) the Executive shall immediately repay to the Company all amounts theretofore paid to, and the value of all benefits theretofore received by, the Executive and the Executive’s family pursuant to Sections 6 and 9 hereof. (f) The Executive acknowledges that the Company would be damaged irreparably in the event that any provision of this Section 7 or Section 10 hereof were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Executive agrees that the Company and its successors and permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The Executive agrees that the Executive will submit to the personal jurisdiction of the courts of the State of Michigan in any action by the Company to obtain injunctive or other relief contemplated by this Section 7.

Non-Competition. (a) Employee shall not, during IDT acknowledges that as the period Parent of Employee's employment Net2Phone it and its Affiliates have become privy to certain confidential information and trade secrets of Net2Phone and further acknowledges that it will derive substantial benefits from the separation of IDT and Net2Phone and that purchasers of equity of Net2Phone will be making substantial investments in reliance upon the agreement contained in this Section 6.3 that the knowledge and expertise developed by Net2Phone and available to IDT will be preserved and will not be used in competition with VPINet2Phone. IDT hereby agrees that it is reasonable and necessary for the protection of Net2Phone that it agree, and accordingly IDT hereby does agree that, for a period of two 36 months from the date hereof (2) years immediately following the termination "Noncompetition Period"), neither IDT nor any member of Employee's employment under this Agreement, for any reason whatsoever, the IDT Group will directly or indirectly, for himself or herself or on behalf of alone or in conjunction association with any other person, companycorporation, partnershipfirm or business, corporation engage in the Net2Phone Business any where in the world or become a stockholder, partner or owner of any other person, corporation, firm or business of whatever nature: (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor primarily engaged in the noncommercial property managementNet2Phone Business any where in the world; provided, rental or sales business or hotel management businesshowever, that subject to Net2Phone's prior approval which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) ----------------- unreasonably withheld, IDT or a member of the capital stock IDT Group may acquire a passive investment of a competing up to 20% of another entity so long as IDT or such member of the IDT Group does not assist that entity in developing an Internet telephony business whose stock is traded on a national securities exchange or over-the-counter or (B) otherwise engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this AgreementNet2Phone Business. (b) Because For a period of 36 months from the difficulty date hereof, neither IDT nor Net2Phone, nor any member of measuring economic losses either such party's affiliated group, shall, whether for its own account or for the account of any other person, corporation, firm or business (other than Net2Phone or its Affiliates), solicit or endeavor to VPI as entice away from the other party, or otherwise interfere with the relationship of such other party with, any person who or which is employed on the date hereof by, or otherwise engaged to perform services for, the other party (including, but not limited to, any independent contractors or organizations), except to the extent that such other party agrees to release such employee or other service provider to the other party or such other party's affiliated group. General advertising for employment positions or general employment searches through a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced third party recruiter are not covered by VPI in the event of breach by him or her, by injunctions and restraining ordersthis Section 6.3(b). (c) It is agreed by the parties hereto IDT expressly agrees that the foregoing covenants contained in this paragraph 3 impose a Section 6.3(a) and Section 6.3(b) are reasonable restraint on Employee in light and necessary for the protection of Net2Phone. The provisions of such Section 6.3(a) and Section 6.3(b) are separate and distinct commitments independent of each of the activities and business other provisions of VPI (including VPI's subsidiaries) on the date of the execution such Sections. The invalidity or non-enforceability of this Agreement and Section 6.3 in any respect shall not affect the current plans validity or enforceability of VPI (including VPI's subsidiaries); but it is also the intent this Section 6.3 in any other respect or of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term any other provisions of this Agreement. For exampleIn the event that any provision of this Section 6.3 shall be held invalid or unenforceable by a court of competent jurisdiction by reason of the geographic or business scope or the duration thereof, if, during such invalidity or unenforceability shall attach only to the term scope or duration of such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities and, to the fullest extent permitted by law, this Agreement shall be construed as if the geographic or business, then Employee will be precluded from soliciting business scope or the customers or employees from such new location and from directly competing within 100 miles duration of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease provision had been more narrowly drafted so as not to be employed hereunder, and shall enter into a business invalid or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicableunenforceable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect IDT acknowledges that Net2Phone would suffer irreparable harm if IDT were to breach the provisions of this Section 6.3 and that Net2Phone's remedy at law for any other covenant. Moreoversuch breach is and will be insufficient and inadequate and that Net2Phone shall be entitled to equitable relief, including by way of temporary and permanent injunction, in the event addition to any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedremedies Net2Phone may have at law. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall notDuring the Employment Period, and following termination of the Executive’s employment with the Company, Holdco and any of their affiliates, during the period “Restriction Period” (as hereinafter defined), the Executive shall not directly or indirectly participate in or permit his name directly or indirectly to be used by or become associated with (including as an advisor, representative, agent, promoter, independent contractor, provider of Employee's employment personal services or otherwise) any person, corporation, partnership, firm, association or other enterprise or entity (a “person”) that is, or intends to be, engaged in any business which is in competition with VPIany business of the Company, Holdco or any of their respective subsidiaries or controlled affiliates in any geographic area in which the Company, Holdco or any of their respective subsidiaries or controlled affiliates operate, compete or are engaged in such business or at such time intend so to operate, compete or become engaged in such business (a “Competitor”); provided, however, that the foregoing will not prohibit the Executive from participating in or becoming associated with a person if (i) less than 10% of the consolidated gross revenues of such person, together with its affiliates, derive from activities or businesses that are in competition with any business of the Company or any of its subsidiaries or controlled affiliates (a “Competitive Business”) and for a period of two (2ii) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoeverExecutive does not, directly or indirectly, for himself participate in, become associated with, or herself otherwise have responsibilities that relate to the conduct or on behalf operations of, any Competitive Business that is conducted by such person or a division, group, or subsidiary or affiliate of such person . For purposes of this Agreement, the term “participate” includes any direct or in conjunction with any other personindirect interest, company, partnership, corporation or business of whatever nature: (i) engage, whether as an officer, director, shareholder, owneremployee, partner, joint venturer or in a managerial capacitysole proprietor, whether as an employeetrustee, beneficiary, agent, representative, independent contractor, consultant or consultant, advisor, provider of personal services, creditor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary owner (other than by ownership of VPI, within 100 miles less than five percent of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business publicly-held corporation whose stock is traded on a national securities exchange or in an over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreementmarket). (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee The Executive further acknowledges that in the course of employment the Executive will be assigned duties that will give the Executive knowledge of confidential and proprietary information which relates to the conduct and details of the Corporation’s business including the Corporation’s customers and marketing programs and which may result in irreparable injury to the Corporation if the Executive could enter into the employment of a business which is the same as or similar to and which is competitive to the Business (as Business is hereinafter defined) of the Corporation. The Executive agrees with, and for the benefit of, the Corporation that the Executive shall not, not without the prior written approval of the Board of Directors of the Corporation during the term of the Executive’s employment with the Corporation or at any time within the period of Employee's one (1) year following the date of cessation of the Executive’s employment with VPIthe Corporation, and for however caused, either as an individual or as a period of two (2) years immediately following the termination of Employee's employment under this Agreementpartner or joint venturer or otherwise in conjunction with any person or persons, for firm, association, syndicate, company or corporation, as principal, agent, consultant, director, officer, employee, investor or in any reason other manner whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other personcarry on, companybe engaged in, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or advisorbe interested in, or as a sales representativebe concerned with, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI permit the Executive’s name or any subsidiary part thereof to be used or employed by any such person or persons, firm, association, syndicate, company or corporation, carrying on, engaged in, interested in or concerned with, a business which is the same as or similar to the business conducted by the Corporation as at the date of VPI, within 100 miles cessation of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business Executive’s employment (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof“Business”) within Canada and the Territory for the purpose of providing noncommercial property management, rental United States or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor anywhere in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreementworld. (b) Because The Executive has the right to request the Corporation in advance for its agreement that a proposed business or position is not prohibited within the terms of this Agreement. If the difficulty of measuring economic losses to VPI as a result of a breach of Executive receives written acknowledgment by the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees Corporation that the foregoing covenant may Corporation does not object to the Executive’s participation in any proposed business or position, then the Executive shall be enforced by VPI in the event of breach by him or her, by injunctions and restraining ordersallowed to so participate. (c) It is agreed by This Article shall not prevent the parties hereto that the foregoing covenants in this paragraph 3 impose Executive from purchasing as a reasonable restraint on Employee in light passive investor up to 2% of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities outstanding publicly traded shares or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability securities of any specific covenant shall not affect the provisions class of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedan issuer listed on a recognized stock exchange. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee The Executive hereby agrees that, in the event of a termination of the Executive’s employment prior to the occurrence of a Change in Control, the Executive shall not, at any time during the 6 month period beginning on the Date of Employee's employment with VPI, and for a period of two Termination (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever“Restricted Period”), directly or indirectlyindirectly engage in, for himself have any equity interest in, or herself manage or on behalf of or in conjunction with operate any other personPerson, companyfirm, corporation, partnership, corporation business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in, in the Restricted Area (either directly or through any subsidiary or Affiliate thereof), any business of whatever nature: or activity (i) engagein the Business, 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or otherwise competes with the intent of enticing such employee away from or out business of the employ Company or any entity owned by the Company or (iii) with respect to which the Company or any entity owned by the Company has taken Active Steps at any time during the twelve (12) month period immediately before the Date of VPI Termination (including any such business or activity, a “Restricted Business”). Notwithstanding the subsidiaries thereof)foregoing, provided that Employee the Executive shall be permitted to call upon and hire any member of his acquire a passive stock or her immediate family; (iii) call upon any person equity interest in a Restricted Business; provided that such stock or entity which other equity interest acquired is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two five percent (25%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging outstanding interest in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term such Restricted Business. For purposes of this Agreement. , “Restricted Area” means (bi) Because the United States, Canada or any territory of either of the difficulty foregoing, (ii) any other location where the Company or any of measuring economic losses to VPI as a result its direct or indirect subsidiaries engages in business or (iii) any other location where the Company or any of a breach its direct or indirect subsidiaries has taken Active Steps at any time during the twelve (12) month period immediately before the Date of Termination. For purposes of this Agreement, “Business” shall mean (i) the foregoing covenantbusiness of acquisition, development, construction and/or origination, financing, management and because disposition of distributed (including, without limitation, residential, commercial, community solar and industrial) solar energy production and storage equipment and related leases, loans or other financing instruments or arrangements and the immediate actions and irreparable damage that could be caused to VPI for transactions related or ancillary thereto and (ii) such other lines of business in which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him Company or her, by injunctions and restraining orders. (c) It is agreed any entity owned by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) Company are materially engaged on the date of the execution Executive’s Date of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicableTermination. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. During the Employment Period and after termination of Executive’s employment hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the Restricted Business Activities, as defined below, for the period ending twelve (a12) Employee months after the date of termination of Executive’s employment (the “Non-compete Period”) provided that the Company has not otherwise breached its obligations under the Agreement. As used in this Agreement, the term “Restricted Business Activities” shall mean any business which markets and sells to customers of a class or category to which FGX Holdings or any of its subsidiaries, markets and sells at the time Executive’s employment terminated products or services marketed and sold by FGX Holdings or any of its subsidiaries at such time or products or services which at such time FGX Holdings or any of its subsidiaries was actively considering marketing and selling to such customers. During the Non-compete Period, Executive shall not, during without the period written approval of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoeverCompany, directly or indirectly, either as an individual, partner, joint venturer, employee or agent for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engageassociation, or as an officer, directordirector or stockholder of a corporation or otherwise, shareholder, owner, partner, joint venturer enter into or engage in or have a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, proprietary interest in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary the Restricted Business Activities other than the ownership of VPI, within 100 miles (a) the stock of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property managementCompany then held by Executive, rental or sales business or hotel management business and (the "Territory"); (iib) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not no more than two five percent (25%) of the securities of any other publicly-held company. Notwithstanding the foregoing, for so long as a majority of the issued and outstanding capital stock of the Company is owned directly or indirectly by Berggruen Holdings, Limited or one or more of its affiliates or a competing business whose stock representative of Berggruen Holdings, Limited or one or more of its affiliates is traded on the Board (or any entity owning a national securities exchange majority of the issued and outstanding shares of the Company, whether directly or overindirectly), the Company shall have the right to extend the Non-thecompete Period for an additional six (6) months for a total of eighteen (18) months (the “Non-counter compete Extension”) by delivering to Executive written notice of such decision prior to termination of the original twelve (12) month Non-compete Period. Executive recognizes and agrees that because a violation by him of his obligations under this Section 9 will cause irreparable harm to FGX Holdings or (B) engaging any of its subsidiaries that would be difficult to quantify and for which money damages would be inadequate, any party included in the hotel management business if definition of FGX Holdings or any of its subsidiaries shall have the Employee's employment hereunder is terminated after right to injunctive relief to prevent or restrain any such violation, without the initial threenecessity of posting a bond. The Non-year term compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee Section 9. Executive expressly agrees that the foregoing covenant may be enforced by VPI in the event character, duration and scope of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in his obligations under this paragraph 3 impose a Section 9 are reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on circumstances as they exist at the date of the execution of upon which this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants has been executed. However, should a determination nonetheless be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed made by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine at a later date that the scopecharacter, time duration or territorial restrictions set forth are unreasonablegeographical scope of such obligations is unreasonable in light of the circumstances as they then exist, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, both Executive and the Agreement shall thereby be reformed. (e) All of the covenants in Company that Executive’s obligations under this paragraph 3 Section 9 shall be construed by the court in such a manner as an agreement independent to impose only those restrictions on the conduct of any other provision Executive which are reasonable in light of the circumstances as they then exist and necessary to assure the Company of the intended benefit of Executive’s obligations under this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3Section 9.

Non-Competition. (a) Employee shall not, The Optionee acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the period term of Employee's the Optionee’s employment with VPI, and for a period of two (2) years immediately following after the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever naturethereof: (i) engageThe Optionee will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, shareholderproprietor, owneremployee, partner, joint venturer or in investor (other than as a managerial capacityholder of less than 1% of the outstanding capital stock of a publicly traded corporation), whether as an employeeconsultant, independent contractor, consultant or advisor, agent or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations geographic region in which VPI the Company or any of VPI's subsidiaries conducts its Affiliates conducted any noncommercial property management, rental or sales business or hotel management business (the "Territory")such competing line of business; (ii) call upon The Optionee will not perform or solicit the performance of services for any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative customer or managerial capacity for the purpose or with the intent of enticing such employee away from or out client of the employ Company or any of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate familyits Affiliates; (iii) call upon The Optionee will not directly or indirectly induce any person employee of the Company or entity which is at that time, or which has been, within one any of its Affiliates to (1) year prior engage in any activity or conduct which is prohibited pursuant to that timethis subparagraph 9(a), a customer or (2) terminate such employee’s employment with the Company or any of VPI its Affiliates. Moreover, the Optionee will not directly or indirectly employ or offer employment (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct connection with any business which is in competition with VPI any line of business conducted by the Company or any subsidiary of VPI within its Affiliates) to any person who was employed by the TerritoryCompany or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; orand (iv) call upon The Optionee will not directly or indirectly assist others in engaging in any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management businessactivities, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI are prohibited under subparagraphs (including the subsidiaries thereofi) or for which, to Employee's actual knowledge after due inquiry, VPI - (or any subsidiary thereofiii) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because It is expressly understood and agreed that although the Optionee and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees competent jurisdiction that the foregoing covenant may be enforced by VPI in the event of breach by him time or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants territory or any other restriction contained in this paragraph 3 impose a reasonable restraint on Employee in light of Agreement is an unenforceable restriction against the activities and business of VPI (including VPI's subsidiaries) on Optionee, the date of the execution provisions of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event 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 determine that not affect the scope, time or territorial restrictions set forth are unreasonable, then it is the intention enforceability of any of the parties that such other restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedcontained herein. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall not, The Grantee covenants and agrees that during the period of Employee's employment with VPI, Grantee’s Employment and for a period of two twelve (212) years immediately months (and such period shall be tolled on a day-to-day basis for each day during which the Grantee participates in any activity in violation of the restrictions set forth in this Section 10(a)) following the termination of Employee's employment under this Agreementthe Grantee’s Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Grantee (for any reason whatsoeverwhatever reason), the Grantee will not, directly or indirectly, for himself or herself or on behalf of alone or in conjunction association with any other personothers, companyanywhere in the Territory (as defined below), partnershipown, corporation manage, operate, control or business of whatever nature: (i) engageparticipate in the ownership, management, operation or control of, or be connected as an officer, directoremployee, investor, principal, joint venturer, shareholder, owner, partner, joint venturer director, consultant, agent or in a managerial capacity, whether as an employee, independent contractor, consultant or advisorotherwise with, or as a sales representativehave any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any noncommercial property managementpreparation, rental or sales business or hotel management business in direct competition to compete, with VPI or any subsidiary of VPI, within 100 miles the Business of the locations in which VPI Company or any of VPI's subsidiaries conducts its Immediate Affiliates (any noncommercial property managementPerson who engages in any such business venture or activity, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof“Competitor”), provided except that Employee nothing contained in this Section 10(a) shall be permitted to call upon and hire any member prevent the Grantee’s wholly passive ownership of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) or less of the capital stock equity securities of any Competitor that is a competing business whose stock is publicly-traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term company. For purposes of this Agreement. (b) Because Section 10(a), the “Business of the difficulty Company or any of measuring economic losses to VPI as a result its Immediate Affiliates” is that of a breach of the foregoing covenant, arts and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries)crafts, or similar framing specialty retailer or wholesaler providing materials, ideas and education for creative activities, or framing, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Grantee’s Employment, or with respect to the Grantee’s obligations following the termination of the Grantee’s Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 10(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in locations which the operation Company or any of whichits Immediate Affiliates was doing business or actively planning to do business at any time during the Grantee’s Employment, under such circumstancesor with respect to the Grantee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment. For purposes of this Section, does not violate clause “Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or indirect subsidiary of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) businessCompany, (ii) course of activities a parent to the Company or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time a direct or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI indirect subsidiary of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3a parent.

Non-Competition. (ai) Employee shall not, during During the period term of Employee's employment the Grantee’s service with VPI, the Company or any of its Subsidiaries or Divisions and for a period of two twenty four (224) years immediately months following the Grantee’s termination of Employee's employment under this Agreement, service with the Company or its Subsidiaries or Divisions for any reason whatsoever(the “Restricted Period”), the Grantee will not, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (iA) engage, participate or assist in any Competing Business (as hereinafter defined), (B) enter the employ of, or render any services to, any person engaged in any Competing Business, (C) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competing Business, whether as an individual, partner, shareholder, officer, director, shareholderprincipal, owneragent, partner, joint venturer trustee or in a managerial capacity, whether as an employee, independent contractor, consultant or advisorconsultant, or as a sales representative, in any noncommercial property management, rental (D) interfere with the business relationships (whether formed before or sales business or hotel management business in direct competition with VPI or any subsidiary after the date of VPI, within 100 miles of this Agreement) between the locations in which VPI Company or any of VPI's subsidiaries conducts its Subsidiaries or Divisions and any noncommercial property managementof its or their customers, rental suppliers, distributors, advisors, employees or sales other business or hotel management business (the "Territory");relations. (ii) call upon Notwithstanding anything to the contrary contained in this Agreement, the Grantee may, directly or indirectly, own, solely as a passive investment, up to 1% of the securities of any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) engaged in a sales representative or managerial capacity for the purpose or with the intent of enticing Competing Business provided such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is securities are publicly traded on a national securities or regional stock exchange or on the over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreementmarket. (biii) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term purposes of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, “Competing Business” shall mean any business entity anywhere in the event world that Employee shall cease to be employed hereundercompetes with the Company and/or any of its Subsidiaries and/or Divisions in the manufacture or distribution of any of its or their self-priming centrifugal, standard centrifugal, magnetic drive centrifugal, axial and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries)mixed flow vertical turbine line shaft, or similar activitiessubmersible, or business in locations the operation of whichhigh pressure booster, under such circumstancesrotary gear, does not violate clause (i) of this paragraph 3diaphragm, bellows and oscillating pump models and/or pump model systems in any event such new business, activities one or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention more of the parties that such restrictions be enforced to the fullest extent which the court deems reasonablefollowing principal market applications: construction, industrial, water and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreementwastewater handling fields; flood control; boosting low residential water pressure; pumping refined petroleum products, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof)ground refueling of aircraft; fluid control in HVAC applications; various agricultural purposes and dewatering purposes; and sprinkler back-up systems, whether predicated on this Agreement or otherwisefire hydrants, shall not constitute a defense to stand pipes, fog systems and deluge systems at hotels, banks, factories, airports, schools, public buildings and other such facilities throughout the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3world.

Non-Competition. (a) Employee WHL shall not, during and shall not permit any of its subsidiaries, for so long as it or any of its subsidiaries is the period of Employee's employment with VPI, and for a period of two Advisor (2) years immediately following as defined in the termination of Employee's employment under this Advisory Agreement, for any reason whatsoeverdated July 1, 1996, as amended, between the Company and the Advisor) and the Manager (as defined in the Management Agreements, dated July 1, 1996, as amended, between the Company, the Manager and the Centers) of the Centers, directly or indirectly, for himself to acquire any ownership interest in shopping center properties or herself power centers in the United States (a "Competitive Business") or on behalf of own an interest in, as a partner, member, stockholder, co-venturer or in conjunction with otherwise, any other personcorporation, company, partnership, corporation firm, association, enterprise or business other entity that owns any ownership interest in a Competitive Business, PROVIDED that nothing contained in this Section 4 shall prohibit or restrain WHL or any of whatever nature: its subsidiaries or Affiliates from (ia) engageowning the interests it currently holds in Garden State Plaza, (b) acquiring shares of capital stock or other equity interests in any entity where such shares or interests represent a minority interest of 5% or less of such entity's outstanding capital stock or equity interests, PROVIDED that such entity is not controlled by WHL or any such subsidiary and employees of the Westfield Group do not serve as an executive officer, director, shareholder, owner, partner, joint venturer manager or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted advisor to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light acquiring indebtedness of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For exampleany person, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separateacquiring by asset purchase, and the unenforceability stock purchase, merger, consolidation or otherwise of any specific covenant shall not affect the provisions of any corporation, partnership or other covenant. Moreover, business entity partially engaged in the event any court of competent jurisdiction shall determine Competitive Business, PROVIDED that such activities relating to the scope, time or territorial restrictions set forth are unreasonable, then it is the intention Competitive Business do not exceed 5% of the parties that revenues or net equity of such restrictions be enforced to the fullest extent which the court deems reasonableentity or such entity disposes of such Competitive Business within one year of such acquisition, and the Agreement shall thereby be reformed. or (e) All of acquiring any interest in airport projects or the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries retail portions thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. The Employee acknowledges that the Employee (a) Employee shall notwill perform services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee’s employment by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the period of Employee's employment with VPI, Employment Term and for a period of two (2) years 12 months immediately following thereafter, the termination of Employee's employment under this Agreement, for any reason whatsoeverEmployee agrees that the Employee will not, directly or indirectly, for himself other than through the Company, engage or herself participate (or on behalf of prepare to engage or participate), in conjunction with any other personmanner, companywhether directly or indirectly through an employee, partnershipemployer, corporation or business of whatever nature: (i) engageconsultant, as an agent, principal, partner, more than 1% shareholder, officer, director, shareholderlicensor, ownerlender, partner, joint venturer lessor or in a managerial any other individual or representative capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business activity which is in direct competition with VPI the business of the Company Group in the leasing, acquiring, exploring or producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of the boundaries of, any mineral property interest of any member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between any member of the Company Group and any third party), or any subsidiary of VPI, within 100 miles other property on which any of the locations in which VPI Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereofpreliminary geological mapping), provided that the foregoing will not restrict the Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or from obtaining post-termination employment with an entity which is at that time, or which only has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor de minimis operations in the noncommercial property managementrestricted territory (as determined by the Board in good faith); provided that, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including this Section 7.4 will not preclude the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) making passive investments in securities of the capital stock of a competing business whose stock is traded oil and gas companies which are registered on a national securities exchange or over-the-counter or (B) engaging in the hotel management business stock exchange, if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, the aggregate amount owned by the Employee and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3’s spouse and children, if any, Employee shall does not be chargeable with a violation exceed 1% of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the samesuch company’s outstanding securities, similar or a competitive (i) business, and (ii) course of activities or (iii) location, as applicablethe aggregate amount invested in such investments by the Employee and Employee’s spouse and children does not exceed $1,000,000. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a1) Employee shall not, Executive agrees that during the period term of Employee's employment and until the first anniversary of the date of termination of Executive’s employment with VPIthe Company or any subsidiary of the Company, and for a period as the case may be (the “Non-Competition Period”), the Executive will not directly or indirectly, (i) engage in any business that operates quick service restaurants that compete directly with the business of two (2) years immediately following El Pollo Loco, Inc. or its Affiliates in any market in which El Pollo Loco, Inc. or its Affiliates presently operate restaurants or have targeted operating restaurants at the time of termination of Employee's Executive’s employment under this Agreement(a “Competitive Business”), for (ii) enter the employ of, or render any reason whatsoeverservices to, any person engaged in a Competitive Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in a Competitive Business, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engage, as an individual, partner, shareholder, officer, director, shareholderprincipal, owneragent, partner, joint venturer trustee or in a managerial capacity, whether as an employee, independent contractor, consultant or advisorconsultant, or as a sales representative, in any noncommercial property management, rental (iv) interfere with business relationships (whether formed before or sales business or hotel management business in direct competition with VPI or any subsidiary after the date of VPI, within 100 miles of this Agreement) between the locations in which VPI Company or any of VPI's subsidiaries conducts any noncommercial property managementits Affiliates and customers, rental suppliers, partners, members or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out investors of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his Company or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidateits Affiliates. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring Executive may, directly or indirectly own, solely as an investment not more than two percent (2%) investment, securities of the capital stock of a competing business whose stock is any person engaged in Competitive Business which are publicly traded on a national securities or regional 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 (Bii) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term does not, directly or indirectly, own 5% or more of this Agreementany class of securities of such person. (b2) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee Executive further agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this AgreementNon-Competition Period, VPI (including VPI's subsidiaries) establishes new locations for its current activities Executive will not, directly or businessindirectly, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) solicit or encourage any employee of this paragraph 3, and in any event such new business, activities the Company or location are not in violation its Affiliates to leave the employment of this paragraph 3 the Company or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) businessits Affiliates, (ii) course hire any such employee who was employed by the Company or its Affiliates as of activities the date of Executive’s termination of employment with the Company or who left the employment of the Company or its Affiliates within one year prior to or after the termination of Executive’s employment with the Company, or (iii) location, as applicablesolicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates. (d) The covenants b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this paragraph 3 are severable and separateSection 8 to be reasonable, and if a final judicial determination is made by a court of competent jurisdiction that the unenforceability of time or territory or any specific covenant shall not affect other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of any other covenantthis Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. MoreoverAlternatively, in the event 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 determine that not affect the scope, time or territorial restrictions set forth are unreasonable, then it is the intention enforceability of any of the parties that such other restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedcontained herein. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. Employee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (a) Employee shall notDuring the Period of Employment and, during the period of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, date Employee ceases to be employed by the Company for any reason whatsoever(the "Restricted Period"), Employee will not, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engageengage in any business for Employee's own account that competes with the business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Employee is aware of such planning), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of the Company or its affiliates, (iii) acquire a financial interest in any person engaged in any business that competes with the business of the Company or its affiliates, directly or indirectly, as an individual, partner, shareholder, officer, director, shareholderprincipal, owneragent, partner, joint venturer trustee or in a managerial capacity, whether as an employee, independent contractor, consultant or advisorconsultant, or as a sales representative, in any noncommercial property management, rental (iv) interfere with business relationships (whether formed before or sales business or hotel management business in direct competition with VPI or any subsidiary after the date of VPI, within 100 miles of this Agreement) between the locations in which VPI Company or any of VPI's subsidiaries conducts its affiliates and customers, suppliers, partners, members or investors of the Company or its affiliates. (b) Notwithstanding anything to the contrary in this Agreement, Employee may, directly or indirectly, own, solely as an investment, securities of any noncommercial property managementperson engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on an over-the- counter market if Employee (i) is not a controlling person of, rental or sales business or hotel management business (the "Territory"); a member of a group which controls, such person and (ii) call upon does not, directly or indirectly, own five percent (5%) or more of any person who isclass of securities of such person. (c) During the Restricted Period, at that timeEmployee will not, within the Territorydirectly or indirectly, an (i) solicit or encourage any employee of VPI the Company or its affiliates to leave the employment of the Company or its affiliates, or (including ii) hire any such employee who was employed by the subsidiaries thereof) in a sales representative Company or managerial capacity for its affiliates as of the purpose or date of Employee's termination of employment with the intent of enticing such employee away from Company or out who left the employment of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his Company or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, its affiliates within one (1) year prior to that time, a customer or after the termination of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicableCompany. (d) The covenants During the Restricted Period, Employee will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. (e) It is expressly understood and agreed that although Employee and the Company consider the restrictions contained in this paragraph 3 are severable and separateSection 12 to be reasonable, and if a final judicial determination is made by a court of competent jurisdiction that the unenforceability of time or territory or any specific covenant shall not affect other restriction contained in this Agreement is an unenforceable restriction against Employee, the provisions of any other covenantthis Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. MoreoverAlternatively, in the event 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 determine that not affect the scope, time or territorial restrictions set forth are unreasonable, then it is the intention enforceability of any of the parties that such other restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedcontained herein. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Each Member that is an Employee shall not, agrees that during the period such employment and for 18 months following termination of Employee's employment with VPIsuch employment, and for each other Member (other than Employees) agrees that until the earlier to occur of (i) 18 months after the date such Member no longer has a period of two Membership Interest and (2ii) years immediately twelve (12) months following the termination consummation of Employee's employment under this Agreementa Drag-Along Transaction (as applicable, the “Non-Competition Period”), except for any reason whatsoeverPermitted Activities, such Member will not, directly or indirectly, for himself either individually or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, shareholdera principal, owner, partner, joint venturer or in a managerial capacityagent, whether as an employeerepresentative, independent consultant, contractor, consultant or advisoremployee, or as a sales representativedirector or officer of any company, corporation, partnership or association, or in any noncommercial property managementother manner or capacity whatsoever, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles except on behalf of the locations in which VPI Company, its Subsidiaries, PubCo (and any successor or assign of PubCo) or any of VPI's subsidiaries conducts its subsidiaries, become employed by, control, manage, carry on, join, lend money for, operate, engage in, establish, take steps to establish, perform services for, invest in, solicit investors for, consult for, do business with or otherwise engage in Business in the Restricted Area. Accordingly, except for any noncommercial property managementPermitted Activities, rental or sales business or hotel management business (such Member, without the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out prior written consent of the employ Board and the Class A-1 Members holding a majority of VPI the Class A-1 Units, agrees not to during the Non-Competition Period (including A) establish, engage in, invest in or provide services for any Business in the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; Restricted Area; (iiiB) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory solicit business for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor person, business entity, or endeavor operating, or preparing to operate, any Business in the noncommercial property managementRestricted Area; or (C) engage in or contributes his, rental her or sales business or hotel management its knowledge to any employment, work, business, or endeavor which candidate, would require such Member to Employee's actual knowledge after due inquiry, was called upon by VPI (including use or disclose the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidateCompany’s Confidential Information. Notwithstanding the aboveforegoing to the contrary, the foregoing covenant nothing in this Agreement shall not be deemed to prohibit Employee any Member from (A) acquiring directly or indirectly owning or acquiring, solely as an investment a passive investment, securities of a mutual fund in which such Member has no management control or securities of any entity traded on a Recognized Securities Exchange if such Member is not a controlling person of or a member of a group which controls such entity and does not, directly or indirectly, own beneficially or of record more than two one percent (21.0%) of the capital stock any class of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicablePerson. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall not, a. At all times during the period of Employee's ’s employment with VPIhereunder, and for a period equal to the longer of two (2i) one (1) year after termination of employment with the Company or (ii) three (3) years immediately following from the termination of Employee's employment under this AgreementEffective Date, for any reason whatsoeverEmployee shall not, directly or indirectly, for himself or herself or on behalf of or engage in conjunction with any other personbusiness, company, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or except where approved by the Company in a managerial capacitywriting in advance), whether as an employeeowner, independent contractoroperator, consultant or advisor, or shareholder (except as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary holder of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two five percent (25%) of the capital outstanding stock of a competing business whose stock is any company traded on a national securities exchange or actively traded in a national over-the-counter market), director, partner, creditor, consultant, agent, employee or in any other capacity whatsoever that manufactures products or provides services that compete, in any material respect, directly with products or services of the Company (its affiliates, parents, subsidiaries or predecessors in interest) or markets such products anywhere in the world where the Company (its affiliates, parents, subsidiaries or predecessors in interest) (i) is engaged in business or (Bii) has evidenced an intention of engaging in business and for which the hotel management Company, its affiliates, parents, or its subsidiaries prepared a business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because plan or study or committed resources of the difficulty Company to investigate on or before the date of measuring economic losses to VPI as a result termination of a breach of Employee’s employment. Employee acknowledges that he has read the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light nature of the activities and business of VPI (including VPI's subsidiaries) on geographical restrictions are reasonable given the date international nature of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this AgreementCompany’s business. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in In the event that Employee shall cease these geographical or temporal restrictions are judicially determined to be employed hereunderunreasonable, and the parties agree that these restrictions shall enter into be judicially reformed to the maximum restrictions which are reasonable. b. Notwithstanding the provisions of the preceding Paragraph 10a., Employee may accept employment with a business company that would be deemed to be a competitor of the Company (its affiliates, parents, subsidiaries or pursue other activities not predecessors in competition with VPI interest) as described in the previous sentence (including VPI's subsidiaries“Competitor”), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause so long as (i) the Competitor has had annual revenues of this paragraph 3, and at least $1 billion in any event such new business, activities or location are not in violation each of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) businessprior two fiscal years, (ii) course the Competitor’s revenues for products and maintenance in direct competition with the Company does not exceed 50% of activities or its total revenues and (iii) location, as applicable. (d) The covenants in this paragraph 3 Employee’s responsibilities are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time solely for divisions or territorial restrictions set forth are unreasonable, then it is the intention subsidiaries of the parties Competitor that such restrictions be enforced to do not compete with the fullest extent which the court deems reasonableCompany (its affiliates, and the Agreement shall thereby be reformedsubsidiaries or predecessors in interest). (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) During Employee’s service with Evercore and the 12-month period immediately following cessation of that service for any reason, Employee shall will not, during directly or indirectly: (A) engage in any business that competes with the period business of Employee's employment with VPIEvercore (including, without limitation, any businesses that Evercore is then actively considering conducting, so long as Employee knows or reasonably should know of such plan(s)) in any geographical area that is within 100 miles of any geographical area where Evercore provides its products or services (a “Competitive Business”); (B) 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 is a Competitive Business; or (C) subject to the terms of Evercore employee investments policies and for procedures applicable to executive officers from time to time, acquire a period of two (2) years immediately following the termination of Employee's employment under this Agreementfinancial interest in, for or otherwise become actively involved with, any reason whatsoeverCompetitive Business, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engage, as an individual, partner, shareholder, officer, director, shareholderprincipal, owneragent, partner, joint venturer trustee or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidateconsultant. Notwithstanding the provisions of Section 2(a)(i)(A), (B) or (C) above, the foregoing covenant nothing contained in this Section 2(a)(i) shall not be deemed to prohibit Employee from (Ax) acquiring investing, as an investment a passive investor, in any publicly held company; provided that Employee’s beneficial ownership of any class of such publicly held company’s securities does not more than exceed two percent (2%) of the capital stock outstanding securities of such class, (y) subject to the terms of Evercore compliance procedures and policies applicable to executive officers then currently in effect, managing Employee’s own investments, including through a competing business whose stock is traded family office, or (z) continue to serve on a national securities exchange board of directors or over-the-counter or (B) engaging other governing body of an entity that engages in the hotel management business a Competitive Business, if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses Employee provided such service prior to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicabletermination. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee The Consultant shall not, during the period (the “Restricted Period”) from the date hereof until the later of Employee's employment with VPI, and for a period of two (2) years immediately following one year after the termination of Employee's employment her consulting arrangement with the Company or the third anniversary of the Closing date (as defined in the Asset Purchase Agreement dated September 10, 2007 by and among the Company, Consultant and other parties set forth on the signatory page thereto (the “APA”)): i) Without the prior written consent of the Company (A) directly or indirectly acquire or own in any manner any interest (whether through a debt or equity instrument) in any person, firm, partnership, corporation, association or other entity (including the Company) which engages or plans to engage in any facet of the Business or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates anywhere with the Territory. Territory means any state (including the District of Columbia), territory or possession of the United States within which the Company presently or hereafter does business or within a 50-mile radius of any of the Owned Premises, Owned Real Estate, Real Property and/or Leased Premises (as defined in the APA), (B) be employed by or serve as an Consultant, agent, officer, director of, or as a consultant to, any person, firm, partnership, corporation, association or other entity which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Territory, or (C) utilize her special knowledge of the business of the Company and her relationships with customers, suppliers and others to compete with Company and/or its Affiliates in any business which engages or plans to engage in any facet of the Business in which the Company now or hereafter engages or which competes or plans to compete in any way with the Company or any of its subsidiaries or Affiliates within the Territory; provided, however, that nothing herein shall be deemed to prevent either Consultant from (x) acquiring through market purchases and owning, solely as a passive investment, less than one percent in the aggregate of the equity securities of any class of any issuer whose shares are registered under §12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as Consultant is not a member of any “control group” (within the meaning of the rules and regulations of the United States Securities and Exchange Commission) of any such issuer. Consultant acknowledges and agrees that the covenants provided for in this AgreementSection are reasonable and necessary in terms of time, area and line of business to protect the trade secrets of the Company. Consultant further acknowledges and agrees that such covenants are reasonable and necessary in terms of time, area and line of business to protect the Company’s legitimate business interests, which include its interests in protecting the Company’s (i) valuable confidential business information, (ii) substantial relationships with customers, and (iii) customer goodwill associated with the ongoing Business. Consultant hereby expressly authorizes the enforcement of the covenants provided for in this Section by (A) the Company and its subsidiaries, (B) the Company’s permitted assigns, and (C) any reason whatsoeversuccessors to the Company’s business. To the extent that the covenants provided for in this Section may later be deemed by a court to be too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court making such determination shall have the power to reduce the duration or scope of the provision, and to add or delete specific words or phrases to or from the provision. The provision as modified shall then be enforced. ii) The Consultant shall not, directly or indirectly, for himself or herself or on behalf of or in conjunction with for any other person, companyfirm, corporation, partnership, corporation association or business of whatever nature: (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI other entity (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereofCompany), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) solicit any of the capital stock of a competing business whose stock is traded on a national securities exchange Company’s Consultants or over-the-counter or employees employed in the Business, (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because call on or solicit any of the difficulty of measuring economic losses to VPI as a result of a breach actual customers or clients of the foregoing covenantBusiness, nor shall she make known the names and because addresses of such customers or any information relating in any manner to the immediate and irreparable damage that could be caused Company’s trade or business relationships with such customers, (C) in any manner, directly or indirectly, attempt to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him seek to cause any entity to refrain from dealing or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and doing business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities Company or business, then Employee will be precluded from soliciting the customers assist any entity in doing so or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease attempting to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities do so or (iiiD) location, as applicableemploy any Consultants of Company. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall notThe Executive acknowledges that there is a worldwide market for the products of the Company and its Subsidiaries, during that the period Company and its Subsidiaries engage in one or more facets of Employee's employment their respective businesses throughout the world, and that the Company and its Subsidiaries compete with VPIother Persons in the business of the Company and its Subsidiaries located in jurisdictions throughout the world, including, without limitation, the territorial United States. During the Employment Period and for a period of two (2) years immediately following 12 months thereafter or the termination of Employee's employment under this AgreementSeverance Period, for any reason whatsoeverwhichever is longer, the Executive agrees that he will not, directly or indirectly, for himself engage in or herself or on behalf of or have any interest in conjunction with any other person, companysole proprietorship, partnership, corporation corporation, limited liability company or business of whatever nature: or any other Person (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacityother than the Company and its Subsidiaries), whether as an employee, independent contractorofficer, director, partner, agent, security holder, consultant or advisorotherwise, that directly or as a sales representative, indirectly is engaged in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of which the locations in which VPI Company or any of VPI's subsidiaries conducts its Subsidiaries is then engaged, in the territorial United States; provided, however, that (i) the provisions of this §7(a) shall not apply in the event that the Employment Period is terminated by reason of the expiration of this Agreement on the third anniversary hereof or any noncommercial property managementextension date agreed to by the Executive and the Company, rental or sales business or hotel management business (the "Territory"); and (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee nothing herein shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee prevent the Executive from (A) acquiring through market purchases and owning, solely as an investment not more investment, less than two one percent (2%in the aggregate of the equity securities of any class of any issuer whose shares are registered under Section 12(b) or 12(g) of the capital stock of a competing business whose stock is traded Securities Exchange Act, and are listed or admitted for trading on a any United States national securities exchange or over-the-counter are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system of automated dissemination of quotations of securities prices in common use, so long as he is not a member of any “control group” (B) engaging in within the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because meaning of the difficulty of measuring economic losses to VPI as a result of a breach rules and regulations of the foregoing covenant, United States Securities and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining ordersExchange Commission). (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall nota. The Participant hereby agrees that this Section 8 is reasonable and necessary in order to protect the legitimate business interests and goodwill of the Company, including the Company’s trade secrets, valuable confidential business and professional information, substantial relationships with prospective and existing customers and clients, and specialized training provided to the Participant and other employees of the Company. The Participant acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the period term of Employee's Participant’s employment with VPI, and for a period of two (2) years immediately following after the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature:thereof (the “Restriction Period”): (i) engageThe Participant will not directly or indirectly engage in any business substantially similar to any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, shareholderproprietor, owneremployee, partner, joint venturer or in investor (other than as a managerial capacityholder of less than 1% of the outstanding capital stock of a publicly traded corporation), whether as an employeeconsultant, independent contractor, consultant or advisor, agent or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations geographic region in which VPI the Company or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory")its Affiliates conducted business; (ii) call upon The Participant will not contact, solicit, perform services for, or accept business from any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative customer or managerial capacity for the purpose or with the intent of enticing such employee away from or out prospective customer of the employ Company or any of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate familyits Affiliates; (iii) call upon The Participant will not directly or indirectly induce any person employee of the Company or entity which is at that time, or which has been, within one any of its Affiliates to: (1) year prior engage in any activity or conduct which is prohibited pursuant to that time, a customer of VPI subparagraph 8.1(a); or (including 2) terminate such employee’s employment with the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI Company or any subsidiary of VPI within its Affiliates. Moreover, the TerritoryParticipant will not directly or indirectly employ or offer employment (in connection with any business substantially similar to any line of business conducted by the Company or any of its Affiliates) to any person who was employed by the Company or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; orand (iv) call upon The Participant will not directly or indirectly assist others in engaging in any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management businessactivities, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI are prohibited under subparagraphs (including the subsidiaries thereofa) or for which, to Employee's actual knowledge after due inquiry, VPI — (or any subsidiary thereofc) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidateabove. Notwithstanding the aboveforegoing, if the Restriction Period set forth herein is shorter in duration following Participant’s termination of employment with the Company and its Affiliates than in any other prior Award Agreement, the foregoing covenant Restriction Period set forth herein shall be the Restriction Period for all such prior Award Agreements and related Awards. Similarly, if the Restriction Period is longer in this Agreement than in prior Award Agreements, the Restriction Period set forth in such prior Award Agreements and related Awards shall be amended hereby and have the same applicable Restriction Period following Participant’s termination of employment with the Company and its Affiliates as set forth herein (and the Participant shall be deemed to have consented to such amendment by executing this Agreement). b. It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to prohibit Employee from (A) acquiring apply as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange to such maximum time and territory and to such maximum extent as such court may judicially determine or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease indicate to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under enforceable against such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3Participant. Alternatively, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event 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 determine not affect the enforceability of any of the other restrictions contained herein. The restrictive covenants set forth in this Section 8 shall be extended by any amount of time that the scope, time or territorial restrictions set forth are unreasonable, then it Participant is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI breach of such covenants. It is specifically agreed , such that the period Company receives the full benefit of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3duration set forth above.

Non-Competition. The Employee acknowledges that the Employee (a) Employee shall notwill perform services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee’s employment by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the period of Employee's employment with VPI, Employment Term and for a period of two (2) years 12 months immediately following thereafter, the termination of Employee's employment under this Agreement, for any reason whatsoeverEmployee agrees that the Employee will not, directly or indirectly, for himself other than through the Company, engage or herself participate (or on behalf of prepare to engage or participate), in conjunction with any other personmanner, companywhether directly or indirectly through an employee, partnershipemployer, corporation or business of whatever nature: (i) engageconsultant, as an agent, principal, partner, more than 1% shareholder, officer, director, shareholderlicensor, ownerlender, partner, joint venturer lessor or in a managerial any other individual or representative capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business activity which is in direct competition with VPI the business of the Company Group in the leasing, acquiring, exploring or producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of the boundaries of, any mineral property interest of any member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between any member of the Company Group and any third party), or any subsidiary of VPI, within 100 miles other property on which any of the locations in which VPI Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereofpreliminary geological mapping), provided that the foregoing will not restrict the Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or from obtaining post-termination employment with an entity which is at that time, or which only has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor de minimis operations in the noncommercial property managementrestricted territory (as determined by the Board in good faith); provided that, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including this Section 7.4 will not preclude the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) making passive investments in securities of the capital stock of a competing business whose stock is traded oil and gas companies which are registered on a national securities exchange or over-the-counter or (B) engaging in the hotel management business stock exchange, if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, the aggregate amount owned by the Employee and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3her spouse and children, if any, Employee shall does not be chargeable with a violation exceed 1% of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the samesuch company’s outstanding securities, similar or a competitive (i) business, and (ii) course of activities or (iii) location, as applicablethe aggregate amount invested in such investments by the Employee and her spouse and children does not exceed $1,000,000. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (ai) Employee During the Non-Compete Period, the Executive shall not, during the period of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself (A) solicit or herself encourage any client or on behalf customer of the Employer or a Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in conjunction a manner adverse to the Employer, any existing business arrangements with the Employer or a Company Affiliate or to transfer existing business from the Employer or a Company Affiliate to any other personperson or entity, company, partnership, corporation or business of whatever nature: (B) provide services anywhere in the United States to any entity if (i) engageduring the preceding 12 months more than 5% of the revenues of such entity and its affiliates is derived from any business from which the Employer derived more than 5% of its revenue during such period (a “Material Business”) or (ii) the services to be provided by the Executive are competitive with a Material Business and substantially similar to those previously provided by the Executive to a Material Business; provided, however, that following a Change in Control this Section 7(d)(i)(B)(i) shall not apply to the Executive, or (C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as an officera passive investor, directorsecurities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity. For purposes of this Section 7(d), shareholdera “client or customer” shall be limited to any actual borrower of the Employer (as set forth in the Employer’s CAM or substantially similar successor or related system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or related system. The Executive agrees that, owner, partner, joint venturer or in a managerial capacitybefore providing services, whether as an employee, independent contractor, consultant employee or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidateconsultant, to Employee's actual knowledge after due inquiryany entity during the Non-Compete Period, was called upon by VPI (including the subsidiaries thereof) or for which, he will provide a copy of this Agreement to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) and such entity shall acknowledge to the Employer in writing that it has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of read this Agreement. (b) Because of . The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the difficulty of measuring economic losses Employer, that the Executive has sufficient assets and skills to VPI provide a livelihood for the Executive while such covenant remains in force and that, as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto thatforegoing, in the event that Employee shall cease to the Executive breaches such covenant, monetary damages would be employed hereunder, an insufficient remedy for the Employer and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations equitable enforcement of the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not covenant would be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, proper. (ii) course of activities or (iiiIf the restrictions contained in Section 7(d)(i) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event be determined by any court of competent jurisdiction shall determine that the scope, to be unenforceable by reason of their extending for too great a period of time or territorial restrictions set forth are unreasonableover too great a geographical area or by reason of their being too extensive in any other respect, then Section 7(d)(i) shall be modified to be effective for the maximum period of time for which it is may be enforceable and over the intention of the parties that such restrictions maximum geographical area as to which it may be enforced enforceable and to the fullest maximum extent in all other respects as to which the court deems reasonable, and the Agreement shall thereby it may be reformedenforceable. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. In consideration for the issuance to Harris of shares of the Company pursuant to the Formation Agreement and the performance by Stratex of its obligations under the Agreements (a) Employee shall notcollectively, the “Non-Compete Consideration”), Harris agrees that, during the period commencing on the date of Employee's employment with VPIthis Agreement and ending on the fifth anniversary of the date hereof, H▇▇▇▇▇ will not, and for a period will not permit any of two its Subsidiaries to (2a) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoeverengage, directly or indirectly, for himself in the Restricted Business, (b) form any Person other than the Company and its Subsidiaries (a “Covered Person”) or herself change or on behalf extend the current business activities of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory existing Covered Person for the purpose of providing noncommercial property managementengaging, rental directly or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidateindirectly, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental Restricted Business or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants invest, directly or indirectly, in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For exampleany Covered Person engaged, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities directly or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto thatindirectly, in the event Restricted Business in any material respect; provided, however, that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations notwithstanding the operation of which, under such circumstances, does not violate clause foregoing H▇▇▇▇▇ and/or its Subsidiaries may (i) collectively own less than 20% of this paragraph 3, and the total equity interests in any event Covered Person engaged in the Restricted Business as long as none of the employees of H▇▇▇▇▇ or any of its Subsidiaries is involved in the management of such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) businessCovered Person, (ii) course participate as a passive investor with no management rights in any investment fund that holds an ownership interests in Covered Persons engaged in the Restricted Business which is managed by Persons that are not Affiliates of activities H▇▇▇▇▇ (each, an “Unaffiliated Person”) (x) with any employee benefit or retirement plan funds and (y) with any other funds subject, in the case of this clause (y) only, to a maximum interest in such investment fund of 15% and (iii) locationacquire a Covered Person or business unit of a Covered Person engaged in the Restricted Business if (x) the Restricted Business contributed less than 20% of such Covered Person’s or business unit’s, as applicable. , total revenues (dbased on its latest annual audited financial statements, if available) The covenants and (y) such Covered Person or H▇▇▇▇▇, as applicable, divests or ceases to conduct the Restricted Business within 18 months after the acquisition date. Notwithstanding anything in this paragraph 3 are severable and separateAgreement to the contrary, the defined term “Restricted Business” shall not include, and the unenforceability of any specific covenant prohibition contained in this Section 2 shall not affect the provisions of any other covenant. Moreoverin no way prohibit H▇▇▇▇▇ and/or its Subsidiaries from, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable(a) purchasing and reselling products produced by, and marked with the Agreement shall thereby be reformedbrands of, an Unaffiliated Person in connection with the sale, service, design or maintenance of a system that contains or uses microwave radios or related components, systems or services or (b) developing, manufacturing, distributing or selling microwave radios or related components, systems or services for use by Government Entities. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. Except as otherwise provided in your Separate Agreement, if any (ain which event such Separate Agreement, if any, shall control in all respects), you acknowledge that SC Inc. would not have issued to you the Restricted Shares but for the covenants contained in this Annex A (the “Restrictive Covenants”), which are made by you for the benefit of SC Inc. and the Subsidiaries of SC Inc. and each of their respective Affiliates. Accordingly, you agree that the Restrictive Covenants shall apply to you as provided below (except as otherwise expressly set forth above): (i) Employee shall not, during For the period (the “Restricted Period”) beginning on the date hereof and ending on the later to occur of Employee's (A) the first anniversary of the date on which your employment with VPISC LLC (or SC Inc., after the Conversion) or any Subsidiary thereof is terminated or ceases to exist for any reason, and for a period (B) the second anniversary of two (2) years immediately following the termination date on which any portion of Employee's employment under this Agreementthe Restricted Shares first vests, for any reason whatsoeveryou covenant and agree not to, directly or indirectly, conduct, manage, operate, engage in or have an ownership interest in any business or enterprise (other than the parties described in paragraph (a) of this Annex A for himself whom these Restrictive Covenants are expressly intended to benefit) engaged in the management and/or operation of any form of in-premises fitness-related training or herself classes other than full-service health clubs and/or gyms; provided, however, that you may own, directly or on behalf indirectly, solely as a passive investment, securities of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in Person if you are not a managerial capacity, whether as an employee, independent contractor, consultant or advisorcontrolling person of, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his a group that controls, such Person, and does not, directly or her immediate family; (iii) call upon any person or entity which is at that timeindirectly, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) or more of any class of securities of such Person. (ii) During the capital stock Restricted Period, you shall not, directly or indirectly, (A) solicit or encourage any employee, officer, or director of a competing business whose stock is traded on a national securities exchange SC Inc. or over-the-counter any Subsidiaries of SC Inc. or any of their respective Affiliates, to leave the employment thereby; or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term hire any employee or former employee or any officer or director of this AgreementSC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates. (iii) During the Restricted Period, you shall not, directly or indirectly, solicit or encourage any Person who is a supplier, customer, client, distributor, or advertiser of the SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates to discontinue such Person’s business relationship with the SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates, as the case may be. (iv) The provisions of this paragraph (b) Because may be assigned by SC Inc. to the purchaser or other acquirer of SC Inc. or its assets or business (in which event the provisions of this paragraph (b) shall continue to be binding upon you and shall be enforceable by the purchaser or other acquirer). (v) You acknowledge that (a) you have had an opportunity to seek advice of counsel in connection with all of the difficulty provisions of measuring economic losses to VPI as a result of a breach this Equity Incentive Letter including, without limitation, the Restrictive Covenants contained herein; (b) the Restrictive Covenants are reasonable in scope and in all other respects; (c) any violation of the foregoing covenantRestrictive Covenants will result in irreparable injury to the SC Inc., any Subsidiaries of SC Inc. and because any of the immediate their respective Affiliates, as applicable; (d) money damages would not be an adequate remedy to SC Inc., any Subsidiaries of SC Inc. and irreparable damage that could be caused to VPI for which they would have no other adequate remedyany of their respective Affiliates, Employee agrees that the foregoing covenant may be enforced by VPI as applicable, in the event of a breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light threatened breach of any of the activities Restrictive Covenants by you; and business of VPI (including VPI's subsidiariese) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, specific performance in the event that Employee shall cease to form of injunctive relief would be employed hereunderan appropriate remedy in such case for SC Inc., any Subsidiaries of SC Inc. and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation any of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) locationtheir respective Affiliates, as applicable. (d) The covenants in this paragraph 3 are severable . If you breach or threaten to breach a Restrictive Covenant, SC Inc., any Subsidiaries of SC Inc. and separateany of their respective Affiliates, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effectiveapplicable, shall be computed by excluding from entitled, in addition to all other remedies, to an injunction restraining any such computation breach, without any time during which Employee is in violation bond or other security being required and without the necessity of any provision of this paragraph 3showing actual damages.

Non-Competition. (a) Employee shall The Executive agrees that the Executive will not, during the period "Restrictive Period", as defined below, engage in, or otherwise directly or indirectly be employed by, or act as a consultant or lender to, or be a director, officer, employee, owner, co-venturer, member or partner of, or use or expressly permit the Executive's name to be used by (collectively an "Engagement With"), any business, entity or organization which has a primary line of Employee's employment business (i.e. representing more than 4.9% of its revenue) involving the sale at retail, whether from store locations, and/or by or from direct mail, catalogues and/or websites, of party goods and/or supplies anywhere in the United States (a "Competing Entity"); provided, however, that in each case the provisions of this Section 8(a) will not be deemed breached merely because the Executive owns not more than five percent (5.0%) of the outstanding common stock of a Competing Entity, if, at the time of its acquisition by the Executive, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities exchange; and provided, further, however, that, subject to the provisions of Section 8(b), nothing herein shall prevent the Executive from working for a business segment or department of a Competing Entity, or a subsidiary, division or other entity that controls or is controlled by a Competing Entity if (and only if), the business segment or department of the Competing Entity for which the Executive provides services, or the subsidiary, division or other entity by which the Executive has an Engagement With (as the case may be), (1) does not itself compete with VPIthe Company, and for a period of two (2) years immediately following the termination Executive does not provide any services, advice, assistance and/or guidance to any business segment or department, subsidiary, division, or other entity of Employee's employment under the Competing Entity which competes with the Company. As used in this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: Section the "Restrictive Period" shall be (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (period the "Territory"); Executive is employed by the Company and (ii) call upon any person who is, at that time, within the Territory, an employee period of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior after the Executive ceases to that timebe employed by the Company for any reason, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property managementor, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) case of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging Executive's Engagement With any Competing Entity that operates retail stores which are located in any states where the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) Company has retail stores on the date of the execution Executive's cessation of this Agreement and employment, the current plans period of VPI eighteen (including VPI's subsidiaries); but it is also 18) months period after the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease Executive ceases to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations by the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in Company for any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicablereason. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall will not, during the period of Employee's employment with VPITSI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, advisor or as a sales representative, in any noncommercial property management, rental or sales business or hotel management travel service business in direct competition with VPI TSI or any subsidiary of VPITSI, within the United States or within 100 miles of the locations any other geographic area in which VPI TSI or any of VPITSI's subsidiaries conducts business, including any noncommercial property management, rental territory serviced by TSI or sales business or hotel management business any of its subsidiaries (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI TSI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI TSI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is is, at that time, or which has been, within one (1) year prior to that time, a customer of VPI TSI (including the respective subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental soliciting or sales selling products or services to property owners and/or renters in direct competition with VPI TSI or any subsidiary of VPI TSI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management businesscompetitor, which candidatecandidate was, to Employee's actual knowledge after due inquiry, was either called upon by VPI TSI (including the respective subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) which TSI made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business business, whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreementcounter. (b) Because of the difficulty of measuring economic losses to VPI TSI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI TSI for which they it would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI TSI in the event of breach by him or herhim, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 4 impose a reasonable restraint on Employee in light of the activities and business of VPI TSI (including VPITSI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI TSI (including VPITSI's subsidiaries); but it is also the intent of VPI TSI and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of VPI TSI (including VPITSI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI TSI (including VPITSI's subsidiaries) engages in new and different activities, enters a new business or establishes new locations for its current activities or businessbusiness in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of such locations its then-established operating location(s) through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI TSI (including VPITSI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 34, and in any event such new business, activities or location are not in violation of this paragraph 3 4 or of Employeeemployee's obligations under this paragraph 34, if any, Employee shall not be chargeable with a violation of this paragraph 3 4 if VPI TSI (including VPITSI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 4 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedreformed in accordance therewith. (e) All of the covenants in this paragraph 3 4 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof)TSI, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI TSI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 34, during which the agreements and covenants of Employee made in this paragraph 3 4 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 34.

Non-Competition. (a) Employee shall not, during Executive covenants and agrees with the period of Employee's employment with VPI, Company that so long as he is employed by the Company and for a period of two the longer of (2i) years immediately following the twelve (12) months after termination of EmployeeExecutive's employment under for any reason or (ii) during which any payments are made to Executive or for his benefit following termination of his employment pursuant to Section 4 of this Agreement, for any reason whatsoeverExecutive will not engage or participate, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other personas principal, companyagent, partnershipemployee, corporation or business of whatever nature: (i) engageemployer, as an officerconsultant, directoradvisor, shareholdersole proprietor, ownerstockholder, partner, independent contractor, trustee, joint venturer or in a managerial capacityany other individual or representative capacity whatever, whether as an employee, independent contractor, consultant in the conduct or advisormanagement of, or as a sales representativeown any stock or other proprietary interest in, or debt of, any business organization, person, firm, partnership, association, corporation, enterprise or other entity that shall be engaged in any noncommercial property managementbusiness (whether in operation or in the planning, rental research or sales business or hotel management business development stage) that is a Competitive Business anywhere in direct competition with VPI or any subsidiary of VPIthe Restricted Territory, within 100 miles unless Executive shall obtain the prior written consent of the locations Board, given in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management businessits sole discretion, which candidate, consent shall make express reference to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidatethis Agreement. Notwithstanding the aboveforegoing, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business Executive may make passive investments in any company whose stock is traded listed on a national securities exchange or traded in the over-the-counter market so long as he does not come to own, directly or indirectly, more than five percent (B5%) engaging in of the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term equity securities of such company. For purposes of this Agreement. , a business shall be considered a "Competitive Business" if it involves or relates to (bi) Because of any business in which the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It Company is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) actively engaged on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced termination or any business in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, which during the term twelve (12) months immediately preceding the date of this Agreement, VPI termination the Company actively contemplated engaging (including VPI's subsidiariesas evidenced by inclusion in a written business plan or proposal) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course any business in which an Affiliate is actively engaged on the date of activities termination or any business in which during the twelve (iii12) locationmonths immediately preceding the date of termination an Affiliate actively contemplated engaging (as evidenced by inclusion in a written business plan or proposal). The term "Restricted Territory" shall mean each and every county, as applicable. (d) The covenants in this paragraph 3 are severable and separateprovince, and the unenforceability of any specific covenant shall not affect the provisions of any state, city or other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention political subdivision of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedUnited States. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (ai) Employee the Executive agrees that he shall not, not during the period of Employee's employment with VPI, Employment Period and for a period of two (2) years immediately following one year after the termination of Employee's employment under this Agreement, or end thereof for any reason whatsoeverreason, without the approval of the Board which, after the end of the Employment Period, shall not unreasonably be withheld or delayed, directly or indirectly, for himself alone or herself or on behalf of or in conjunction with any other personas partner, companyjoint venturer, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, consultant, agent, independent contractorcontractor or controlling stockholder (other than as provided below) of any Company or business, consultant engage in any “Competitive Business” within the United States or advisorwithin the United Kingdom and which directly competes with the business of the Company and/or Cyclacel Limited. For purposes of the foregoing, or the term “Competitive Business” shall mean any business involved in and/or intending to seek marketing approvals of drug candidates belonging to the same pharmaceutical class as the candidates under development by the Company from time to time, currently CDK inhibitors, PLK inhibitors and nucleoside analogues; provided that, this provision shall in no way prevent the Executive, after the end of the Employment Period, from being employed as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory");consultant. (ii) call upon any person who is, at that time, within Notwithstanding the Territory, an employee provisions of VPI clause (including the subsidiaries thereofi) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI above or any subsidiary other provision of VPI within this Agreement to the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the abovecontrary, the foregoing covenant Executive shall not be deemed to prohibit Employee prohibited during the period applicable under clause (i) above from acting as a passive investor where (Aa) acquiring as an investment in the case of a Competitive Business being a public corporation, the Executive owns not more than two five percent (25%) of the issued and outstanding capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter such higher percentage or (B) engaging in amount as may be approved by the hotel management business if Board upon notice from the Employee's employment hereunder is terminated after Executive prior to obtaining such interest; provided, however, that the initial three-year term Executive shall not be treated as having violated the provisions of this Agreement. Section 12 if in good faith he is unaware that an entity in which he has an investment interest would be treated as a Competitive Business and, upon becoming aware of such involvement, the Executive makes reasonable efforts to divest himself of his interest in such business; (b) Because in the case of any employer or entity other than a Competitive Business that is engaged in, or whose affiliates are engaged in, the development or marketing of products or technologies that are directly or indirectly competitive with any product or technology that is developed or marketed or proposed to be developed or marketed by Company during the Employment Period, the Executive owns not more than five percent (5%) of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, issued and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him outstanding capital stock; or her, by injunctions and restraining orders. (c) It is agreed by receiving stock, options or warrants from any entity with which the parties hereto that the foregoing covenants in this paragraph 3 impose Executive can have a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease relationship pursuant to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, above as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention part of the parties that such restrictions Executive’s compensation for services rendered or to be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedrendered. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (ai) Employee shall not, during For so long as it or any of its subsidiaries is the period of Employee's employment with VPI, and for a period of two Advisor (2) years immediately following as defined in the termination of Employee's employment under this Advisory Agreement, for dated July 1, 1996, as amended, between the Company and the Advisor) and the Manager (as defined in the Management Agreements, dated July 1, 1996, as amended, between the Company (or the subsidiary of the Company which is the owner of the applicable property) and the Manager) of the Centers, neither WHL nor any reason whatsoeverof its subsidiaries shall acquire, directly or indirectly, for himself any ownership interest in shopping center properties or herself power centers in the United States (a "Competitive Business") or on behalf of own an interest in, as a partner, member, stockholder, co-venturer or in conjunction with otherwise, any other personcorporation, company, partnership, corporation firm, association, enterprise or business other entity that owns any ownership interest in a Competitive Business, except in accordance with this Section 4, PROVIDED that nothing contained in this Section 4 shall prohibit or restrain WHL or any of whatever nature: its subsidiaries or Affiliates from (iA) engageowning any interest in Westfield America Trust or the Company, (B) acquiring shares of capital stock or other equity interests in any entity where such shares or interests represent a minority interest of 5% or less of such entity's outstanding capital stock or equity interests, PROVIDED that such entity is not controlled by WHL or any such subsidiary and employees of the Westfield Group do not serve as an executive officer, director, shareholdermanager or advisor to such entity, owner(C) acquiring indebtedness of any person, partner(D) acquiring by asset purchase, joint venturer stock purchase, merger, consolidation or otherwise of any corporation, partnership or other business entity (each an "Entity") partially engaged in a managerial capacitythe Competitive Business, whether as an employee, independent contractor, consultant PROVIDED that such activities relating to the Competitive Business do not exceed 5% of the revenues or advisornet equity of such Entity or such Entity disposes of such Competitive Business within one year of such acquisition, or as a sales representative, (E) acquiring any interest in any noncommercial property management, rental airport projects or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory");retail portions thereof. (ii) call upon If WHL or any person who is, at that time, within the Territory, an employee of VPI (including the its subsidiaries thereof) in a sales representative or managerial capacity for the purpose or shall be presented with the intent opportunity to acquire any Competitive Business which would be subject to the restriction in clause (i) above, WHL shall ensure that such opportunity is presented to the Board of enticing such employee away from or out Directors of the employ Company. If for any reason a majority of VPI the Independent Directors of the Board of Directors of the Company (including or if the subsidiaries thereof)Company does not have a majority of Independent Directors, provided that Employee a majority of Independent Directors of the Board of Directors of WAT) shall elect not to pursue such opportunity, then WHL or its subsidiary shall be permitted to call upon and hire any member of his or her immediate family;attempt to acquire such Competitive Business. (iii) call upon In no event shall the foregoing be deemed to permit WHL or any person of its subsidiaries to acquire a regional shopping center which directly competes with any regional shopping center then owned by the Company or entity its subsidiaries and which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf primary market area of any competitor in the noncommercial property managementsuch shopping center ( a "Competing Mall"), rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, PROVIDED that the foregoing covenant restriction shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of be violated if WHL or its subsidiaries shall acquire, either directly or indirectly, a competing business whose stock is traded on Competitive Business which owns, among other properties, a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this AgreementCompeting Mall. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3."

Non-Competition. (a) Employee shall will not, during the period of Employee's employment with VPIthe Company, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation corporation, or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer venturer, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management travel service business in direct competition with VPI the Company or TSI or any subsidiary of VPIeither the Company or TSI, within the United States or within 100 miles of the locations any other geographic area in which VPI the Company or TSI or any of VPIthe Company's or TSI's subsidiaries conducts business, including any noncommercial property management, rental territory serviced by the Company or sales business TSI or hotel management business any of such subsidiaries (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI the Company or TSI (including the respective subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI the Company or TSI (including the respective subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is is, at that time, or which has been, within one (1) year prior to that time, a customer of VPI the Company or TSI (including the respective subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental soliciting or sales selling products or services to property owners and/or renters in direct competition with VPI the Company or TSI or any subsidiary of VPI the Company or TSI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management businesscompetitor, which candidatecandidate was, to Employee's actual knowledge after due inquiry, was either called upon by VPI the Company or TSI (including the respective subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (which the Company or any subsidiary thereof) TSI made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business business, whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreementcounter. (b) Because of the difficulty of measuring economic losses to VPI the Company and TSI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI the Company and TSI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI TSI or the Company in the event of breach by him or herhim, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI the Company or TSI (including VPITSI's other subsidiaries) on the date of the execution of this Agreement and the current plans of VPI TSI (including VPITSI's other subsidiaries); but it is also the intent of VPI the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business, and locations of VPI the Company and TSI (including VPITSI's other subsidiaries) throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. For example, if, during the term of this Agreement, VPI the Company, or TSI (including VPITSI's other subsidiaries) engages in new and different activities, enters a new business or establishes new locations for its current activities or businessbusiness in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of such locations its then-established operating location(s) through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI the Company or TSI (including VPITSI's other subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employeeemployee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI the Company or TSI (including VPITSI's other subsidiaries) shall thereafter enter the same, similar similar, or a competitive (i) business, (ii) course of activities activities, or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time time, or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedreformed in accordance therewith. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof)Company or TSI, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI TSI or the Company of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) A. Employee shall acknowledges that the services rendered to the Schools prior to the purchase and the knowledge obtained as a result of such services and such employment were of a special and unusual character and have a unique value to the Schools. In view of the unique value of the services, and as a material inducement to EMI and Acquisition to enter into this Agreement and to pay to her the consideration referred to below, Employee covenants and agrees that she will not, during after the period effective date of Employee's employment with VPI, and for a period of two the Purchase (2i) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectlyindirectly engage in any business anywhere within 50 miles of the boundaries of the state of New Hampshire (the "Area") if such business teaches courses similar to those taught by EMI or Acquisition or any affiliate or subsidiary of EMI ("Affiliate") in the state of New Hampshire ("Prohibited Activities"); (ii) become associated as manager, for himself supervisor, employee, consultant, advisor, or herself stockholder owning more than 5% of the outstanding stock of a company or on behalf participate in the management or direction of a company or in conjunction otherwise with any other person, company, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or entity engaging in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, Prohibited Activities anywhere within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; Area; (iii) call upon any person of Acquisition's, EMI's or entity which is at that timeany of EMI's subsidiary schools' students, teachers or referral sources for the promotion of any Prohibited Activities for any person, corporation, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) other entity within the Territory for the purpose of providing noncommercial property managementArea, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon divert, solicit or take away any prospective acquisition candidatestudent or referral source of Acquisition's, on EmployeeEMI's own behalf or on behalf any of EMI's subsidiary schools located in the Area. B. Employee covenants and agrees that, if she shall violate any of the covenants or agreements contained in this Section 2, EMI and/or Acquisition shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or benefits which she directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation; such remedy shall be in addition to and not in limitation of any competitor injunctive relief or other rights or remedies to which EMI and/or Acquisition may be entitled at law or in the noncommercial property management, rental equity or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of under this Agreement. C. Employee has carefully read and considered the provisions of this Section and Section 1, and having done so, agrees that the restrictions set forth (bincluding but not limited to the time period of restriction and the areas of restriction) Because are fair and reasonable and are reasonably required for the protection of the difficulty interests of measuring economic losses to VPI as a result of a breach EMI, Acquisition, its officers, directors, and other employees. D. In the event that, notwithstanding the foregoing, any of the foregoing covenantprovisions of this Section or Section 1 shall be held to be invalid or unenforceable, the remaining provisions thereof shall nevertheless continue to be valid and enforceable as though invalid or unenforceable parts had not been included therein. In the event that any provision of this Section relating to time period and/or areas of restriction shall be declared by a panel of arbitrators or a court of competent jurisdiction if such court refuses to refer such matter to arbitration, to exceed the maximum time period or areas such panel or court deems reasonable and enforceable, said time period and/or areas of restriction shall be deemed to become, and because thereafter be, the maximum time period and/or area which such panel or court deems reasonable and enforceable. E. With respect to the provisions of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedythis Section, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or herdamages, by injunctions and restraining orders. (c) It is agreed by the parties hereto themselves, are an inadequate remedy at law, that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light material breach of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreoverthis Section would cause irreparable injury to the aggrieved party, and that the provisions of this Section 2 may be specifically enforced by injunction or similar remedy in the event any court of competent jurisdiction without affecting any claim for damages, provided that any such injunction shall determine that either be preliminary in nature, enjoining such activity pending the scope, time or territorial restrictions set forth are unreasonable, then it is the intention outcome of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All arbitration as provided for in Section 4 of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and or be in assistance of the existence final determination of any claim or cause the arbitrators as provided for in such Section. Employee agrees that such injunction may be issued without the necessity of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenantsbond. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.CONSIDERATION

Non-Competition. (a) Employee shall not, The Optionee covenants and agrees that during the period of Employee's employment with VPI, Optionee’s Employment and for a period of two twelve (212) years immediately months (and such period shall be tolled on a day-to-day basis for each day during which the Optionee participates in any activity in violation of the restrictions set forth in this Section 5(a)) following the Optionee’s termination of Employee's employment under this AgreementEmployment, whether such termination occurs at the insistence of the Company or its Affiliates or the Optionee (for any reason whatsoeverwhatever reason), the Optionee will not, directly or indirectly, for himself or herself or on behalf of alone or in conjunction association with any other personothers, companyanywhere in the Territory (as defined below), partnershipown, corporation manage, operate, control or business of whatever nature: (i) engageparticipate in the ownership, management, operation or control of, or be connected as an officer, directoremployee, investor, principal, joint venturer, shareholder, owner, partner, joint venturer director, consultant, agent or in a managerial capacity, whether as an employee, independent contractor, consultant or advisorotherwise with, or as a sales representativehave any financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any noncommercial property managementpreparation, rental or sales business or hotel management business in direct competition to compete, with VPI or any subsidiary of VPI, within 100 miles the Business of the locations in which VPI Company or any of VPI's subsidiaries conducts its Immediate Affiliates (any noncommercial property managementPerson who engages in any such business venture or activity, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof“Competitor”), provided except that Employee nothing contained in this Section 5(a) shall be permitted to call upon and hire any member prevent the Optionee’s wholly passive ownership of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) or less of the capital stock equity securities of any Competitor that is a competing business whose stock is publicly-traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term company. For purposes of this Agreement. (b) Because Section 5(a), the “Business of the difficulty Company or any of measuring economic losses its Immediate Affiliates” is that of arts and crafts specialty retailer providing materials, ideas and education for creative activities, as well as any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to VPI as a result conduct at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of a breach Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail sale of arts and crafts products (aggregated with the gross receipts derived from the retail sale of arts and crafts projects of any related business, venture or activity) are less than ten percent (10%) of the foregoing covenantaggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 5(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and because any other geographic area in which the Company or any of its Immediate Affiliates was doing business or actively planning to do business at any time during the Optionee’s Employment, or with respect to the Optionee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the Optionee’s termination of Employment. For purposes of this Section, “Immediate Affiliates” means those Affiliates which are one of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause following: (i) a direct or indirect subsidiary of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) businessCompany, (ii) course of activities a parent to the Company or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time a direct or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI indirect subsidiary of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3a parent.

Non-Competition. Lessee acknowledges that upon and after any termination of this Lease, any competition by any member of the Leasing Group with any subsequent owner or subsequent lessee of the Leased Property (the "Purchaser") would cause irreparable harm to Lessor and any such Purchaser. To induce Lessor to enter into this Lease, Lessee agrees that, from and after the date hereof and thereafter until (a) Employee shall notin the case of the expiration of the Initial Term or a termination of this Lease, during the period fifth (5th) anniversary of Employee's employment with VPIthe termination hereof or of the expiration of the Initial Term, as applicable, and for a period (b) in the case of two an expiration of any of the Extended Terms, the second (22nd) years immediately following anniversary of the termination expiration of Employee's employment under this Agreementthe applicable Extended Term, for no member of the Leasing Group nor any reason whatsoeverPerson holding or controlling, directly or indirectly, for himself any interest in any member of the Leasing Group (collectively, the "Limited Parties") shall be involved in any capacity in or herself lend any of their names to or on behalf of engage in any capacity in any assisted living facility, center, unit or program (or in conjunction with any Person engaged in any such activity or any related activity competitive therewith) other personthan (a) those set forth on Schedule 11.5.4 annexed hereto, company(b) those activities in which a Meditrust/Emeritus Transaction Affiliate is permitted to engage by the provisions of the Meditrust/Emeritus Transaction Documents which relate to any such facility, partnershipcenter, corporation unit or business program and (c) the acquisition of whatever nature: an ownership interest in any such facility, center, unit or program which is part of a single transaction in which an ownership interest in at least four (i4) engageother facilities, centers, units or programs (provided, however, that if such acquisition occurs within the last twelve month period of the Initial Term or any of the Extended Terms, Lessee shall have the benefit of this clause (c) only if at the time such acquisition occurs Lessee has already (x) exercised in that twelve month period its right under Section 1.3 hereof to extend the Term for another Extended Term or (y) given a Purchase Option Notice and has waived any right to rescind the same based upon the determination of the Fair Market Value of the Leased Property), whether such competitive activity shall be as an officer, director, shareholderowner, owneremployee, agent, advisor, independent contractor, developer, lender, sponsor, venture capitalist, administrator, manager, investor, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractorventurer, consultant or advisor, or as a sales representative, other participant in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action whatsoever with respect to pursuing such acquisition candidatean assisted living facility, center, unit or program located within a five (5) mile radius of the Leased Property. Notwithstanding Lessee hereby acknowledges and agrees that none of the abovetime span, scope or area covered by the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock restrictive covenants is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, are unreasonable and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention specific intent of Lessee that each and all of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the restrictive covenants in this paragraph 3 set forth hereinabove shall be construed valid and enforceable as an agreement independent specifically set forth herein. Lessee further agrees that these restrictions are special, unique, extraordinary and reasonably necessary for the protection of Lessor and any other provision in this Agreement, Purchaser and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision such covenant by any of this paragraph 3the Limited Parties would cause irreparable damage to Lessor and any Purchaser for which a legal remedy alone would not be sufficient to fully protect such parties.

Non-Competition. (a) Employee shall notIn addition to the consideration specified in Section 5(b) below, during in consideration of access to trade secrets and other proprietary information of the period of Employee's employment with VPICompany, and in consideration of the options and bonus specified in Sections 2 and 3 of this Amendment, for a period (the "Noncompetition Period") from the Effective Date to the later of (x) two years thereafter or (2y) years immediately following one year after the termination Employee leaves the employ of Employee's employment under this Agreementthe Company, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever natureEmployee will not: (i) engage, accept a position as an officer, director, shareholderemployee, owneragent, partnerconsultant, joint venturer representative of (A) a person or entity that is engaged in development of raw land for residential construction or in a managerial capacitythe construction and sale of single family homes in any area that includes metropolitan Denver, whether as an employeemetropolitan Phoenix, independent contractorSouth Florida, consultant or advisorCalifornia, Texas, or any area in which the Continental Region has done business for the twelve preceding calendar months (collectively, the "Prohibited Territory") or (B) any other person or entity that, as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI date of Employee's termination, competes directly with the Company or any of VPI's its subsidiaries conducts any noncommercial property management, rental in the Prohibited Territory (an entity described in either part (A) or sales business or hotel management business (B) is referred to in this Agreement as a "Competitor" and the activities described in part (A) as "TerritoryCompeting Activities"); (ii) call upon acquire or fail to dispose of any person who isstock or other ownership interest in any Competitor, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out other than investments equal to less than one per cent of the employ outstanding stock of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate familyclass issued by any publicly traded company; (iii) call upon undertake any person Competing Activities in the Prohibited Territory for his own account; (iv) solicit or entity which is at that timeseek business from any of the Company's customers, prospective customers, suppliers, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territoryprospective suppliers; or (ivv) call upon hire or engage any prospective acquisition candidate, on Employee's own behalf employee of the Company or induce any employee of the Company to leave his or her employment with the Company on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this AgreementCompetitor. (b) Because Upon termination of the difficulty of measuring economic losses Agreement (i) by the Company without Cause or (ii) by Employee for Good Reason, provided that the Company does not at such time have grounds for termination for Cause, the Company shall pay to VPI as a result of a breach Employee an amount equal to two times the sum referred to in Section 8(c) of the foregoing covenant, and because of Agreement as further consideration for Employee's agreement not to compete with the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that Company during the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining ordersNoncompetition Period. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light In consideration of the activities and business of VPI payment provided in part (including VPI's subsidiariesb) on the date of the execution of this Agreement above and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI options in bonus in Sections 2 and 3 above, Employee agrees that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (iSection 8(c) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedamended by deleting the words three times in the second line thereof. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall not, during At all times while the period of Employee's employment with VPI, Executive is employed by the Company and for a period of of: (i) two (2) years immediately after any termination of the Executive’s employment for Cause or the Executive’s termination of his employment without Good Reason; (ii) the lesser of one (1) year or the remainder of the Term after any termination of the Executive’s employment by the Company without Cause or the Executive’s termination for Good Reason; and (iii) one (1) year following the non-renewal of this Agreement or any termination of Employee's employment under this Agreementpursuant to Section 5, for any reason whatsoeverthe Executive shall not, directly or indirectly, for himself engage in or herself or on behalf of or have any interest in conjunction with any other person, company, partnership, corporation or business of whatever nature: person (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractorofficer, director, partner, agent, security holder, creditor, consultant or advisor, otherwise) that directly or indirectly (or through any affiliated entity) competes with the Company’s Business (as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary defined below); provided that such provision shall not apply to the Executive’s ownership of VPI, within 100 miles securities of the locations in which VPI Company or any the acquisition by the Executive, solely as an investment, of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf securities of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereofissuer that is registered under Section 12(b) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%12(g) of the capital stock Securities Exchange Act of a competing business whose stock is traded 1934, as amended and that are listed or admitted for trading on a any United States national securities exchange or over-the-counter that are quoted on the National Association of Securities Dealers Automated Quotations System, or (B) engaging any similar system or automated dissemination of quotations of securities prices in common use, so long as the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such issuer. For purposes of this Agreement. (b) Because of Section 6.1, the difficulty of measuring economic losses term “Business” shall mean the Business and any other business in which the Company is engaged prior to VPI as a result the delivery of a breach notice of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed termination by the parties hereto that Company or the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of Executive hereunder and which business the activities and business of VPI (including VPI's subsidiaries) on Company is engaged at the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention termination of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedExecutive’s employment. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall not, The Optionee acknowledges and recognizes the highly competitive nature of the business of the Company and its Affiliates and accordingly agrees that during the period term of Employee's the Optionee’s employment with VPI, and for a period of [two (2) years years] [one (1) year] [six (6) months] immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever naturethereafter: (i) engageThe Optionee will not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or any of its Affiliates, including, but not limited to, where such engagement is as an officer, director, shareholderproprietor, owneremployee, partner, joint venturer or in investor (other than as a managerial capacityholder of less than 1% of the outstanding capital stock of a publicly traded corporation), whether as an employeeconsultant, independent contractor, consultant or advisor, agent or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations geographic region in which VPI the Company or any of VPI's subsidiaries conducts its Affiliates conducted any noncommercial property management, rental or sales business or hotel management business (the "Territory")such competing line of business; (ii) call upon The Optionee will not perform or solicit the performance of services for any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative customer or managerial capacity for the purpose or with the intent of enticing such employee away from or out client of the employ Company or any of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate familyits Affiliates; (iii) call upon The Optionee will not directly or indirectly induce any person employee of the Company or entity which is at that time, or which has been, within one any of its Affiliates to (1) year prior engage in any activity or conduct which is prohibited pursuant to that timethis subparagraph 9(a), a customer or (2) terminate such employee’s employment with the Company or any of VPI its Affiliates. Moreover, the Optionee will not directly or indirectly employ or offer employment (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct connection with any business which is in competition with VPI any line of business conducted by the Company or any subsidiary of VPI within its Affiliates) to any person who was employed by the TerritoryCompany or any of its Affiliates unless such person shall have ceased to be employed by the Company or any of its Affiliates for a period of at least 12 months; orand (iv) call upon The Optionee will not directly or indirectly assist others in engaging in any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management businessactivities, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI are prohibited under subparagraphs (including the subsidiaries thereofi) or for which, to Employee's actual knowledge after due inquiry, VPI - (or any subsidiary thereofiii) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because It is expressly understood and agreed that although the Optionee and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees competent jurisdiction that the foregoing covenant may be enforced by VPI in the event of breach by him time or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants territory or any other restriction contained in this paragraph 3 impose a reasonable restraint on Employee in light of Agreement is an unenforceable restriction against the activities and business of VPI (including VPI's subsidiaries) on Optionee, the date of the execution provisions of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event 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 determine that not affect the scope, time or territorial restrictions set forth are unreasonable, then it is the intention enforceability of any of the parties that such other restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedcontained herein. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. During the period of the Executive’s employment and through the second (a2nd) Employee anniversary of the Termination Date (such period, the “Restricted Period”), the Executive shall not, during either directly or indirectly (and whether or not for compensation) (i) engage in the period Business for the Executive’s own account in any state of Employee's employment with VPIthe United States and in any other country, and for a period in each case as of two the Termination Date, in which the Employer Group (1) then conducts business, (2) years immediately following has plans to conduct business within the termination Restricted Period or (3) has taken meaningful steps designed to conduct business in the future, even if the Employer Group’s plan to conduct business in such country would commence after the expiration of Employee's employment under the Restricted Period (the “Restricted Territory”), (ii) render any services to or for any person or entity engaged in the Business in any part of the Restricted Territory, (iii) acquire a financial interest in, or otherwise become actively involved with, any person or entity engaged in the Business in any part of the Restricted Territory, as an individual, partner, stockholder, member, officer, director, employee, principal, agent, trustee or consultant, or (iv) interfere with business relationships between the Employer Group or any direct or indirect parent or subsidiary thereof (each, a “Protected Party” and collectively, the “Protected Parties”), on the one hand, and employees, clients or suppliers of, or consultants to, any Protected Party, on the other hand. Notwithstanding anything to the contrary in this Agreement, for any reason whatsoeverthe Executive may, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other personown, company, partnership, corporation or business of whatever nature: (i) 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 solely through passive ownership as a sales representativeportfolio investment (with no director designation rights or other special governance rights), in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary securities of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor engaged in the noncommercial property management, rental or sales business or hotel management business, Business which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is are publicly traded on a national securities or regional stock exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause Executive (i) of this paragraph 3is not a controlling person of, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) businessmember of a group which controls, such person and (ii) course of activities does not, directly or (iii) locationindirectly, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability own 2% or more of any specific covenant shall not affect the provisions class of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI securities of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3person.

Non-Competition. The Employee acknowledges that the Employee (a) Employee shall notwill perform services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company Group, (b) will have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group, (c) would inevitably use or disclose such Confidential Information in the course of the Employee’s employment by a competitor, (d) will have access to the customers of the Company Group, (e) will receive specialized training from the Company Group, and (f) will generate goodwill for the Company Group in the course of the Employee’s employment. Accordingly, during the period of Employee's employment with VPI, Employment Term and for a period of two (2) years 6 months immediately following thereafter, the termination of Employee's employment under this Agreement, for any reason whatsoeverEmployee agrees that the Employee will not, directly or indirectly, for himself other than through the Company, engage or herself participate (or on behalf of prepare to engage or participate), in conjunction with any other personmanner, companywhether directly or indirectly through an employee, partnershipemployer, corporation or business of whatever nature: (i) engageconsultant, as an agent, principal, partner, more than 1% shareholder, officer, director, shareholderlicensor, ownerlender, partner, joint venturer lessor or in a managerial any other individual or representative capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business activity which is in direct competition with VPI the business of the Company Group in the leasing, acquiring, exploring or producing hydrocarbons and related products within the boundaries of, or within a ten-mile radius of the boundaries of, any mineral property interest of any member of the Company Group (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between any member of the Company Group and any third party), or any subsidiary of VPI, within 100 miles other property on which any of the locations in which VPI Company Group has an option, right, license or authority to conduct or direct exploratory activities, such as three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereofpreliminary geological mapping), provided that the foregoing will not restrict the Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or from obtaining post-termination employment with an entity which is at that time, or which only has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor de minimis operations in the noncommercial property managementrestricted territory (as determined by the Board in good faith); provided that, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including this Section 7.4 will not preclude the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) making passive investments in securities of the capital stock of a competing business whose stock is traded oil and gas companies which are registered on a national securities exchange or over-the-counter or (B) engaging in the hotel management business stock exchange, if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, the aggregate amount owned by the Employee and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3’s spouse and children, if any, Employee shall does not be chargeable with a violation exceed 1% of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the samesuch company’s outstanding securities, similar or a competitive (i) business, and (ii) course of activities or (iii) location, as applicablethe aggregate amount invested in such investments by the Employee and Employee’s spouse and children does not exceed $1,000,000. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall not, during In consideration of the period of Employee's employment with VPICompany’s promise to disclose, and for disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that: Until the longer of (i) the last day of the Term and (ii) a period of two (2) years immediately following the 18 months beyond Executive’s date of termination of Employee's employment under this Agreement, for any reason whatsoeverreason, including the expiration of the Term (the “Restricted Period”), Executive shall not, directly or indirectly, for himself engage in, assist or herself become associated with a Competitive Activity. For purposes of this Section 2(b): (i) a “Competitive Activity” means, at the time of Executive’s termination, any business or on behalf other endeavor in any jurisdiction of a kind being conducted by the Company or any of its subsidiaries or affiliates (or demonstrably anticipated by the Company or its subsidiaries or affiliates), including, without limitation, those that are engaged in the provision of any lodging or travel related services (including, without limitation, corporate travel services), in any jurisdiction as of the Effective Date or at any time thereafter (such affiliates including, without limitation, ▇▇▇▇▇▇.▇▇▇, and Hotwire, Inc.); and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in conjunction any other individual or representative capacity with any other person, companyindividual, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or other organization that is engaged in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidateCompetitive Activity. Notwithstanding the aboveforegoing, Executive may make and retain investments during the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an Restricted Period, for investment not more purposes only, in less than two five percent (2%) of the outstanding capital stock of any publicly-traded corporation engaged in a competing business whose Competitive Activity if stock of such corporation is traded either listed on a national securities stock exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it NASDAQ National Market System if Executive is also the intent of VPI and Employee that not otherwise affiliated with such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicablecorporation. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee Until the second (2nd) anniversary of the date of termination of their respective employment with an Acquiring Party or one of their respective Affiliates, each Member agrees that he shall not, during the period of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoevershall cause his controlled Affiliates not to, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engagesolicit, induce or cause any Person with whom any Transferor Party had a business relationship with respect to the Business to reduce or terminate such Person’s business relationship with an Acquiring Party or any of their respective Affiliates or their successors or assigns; and none of the Transferor Parties shall, directly or indirectly, approach any such Person for any such purpose, or authorize or assist in the taking of any of such actions for any such purpose or authorize or assist in the taking of any such actions by any Person, (ii) engage in any Restricted Activity, (iii) acquire, or own in any manner, any interest in any Person that engages in any Restricted Activity, or that engages in any business, activity or enterprise that competes with any aspect of any of Restricted Activity, or (iv) be interested in (whether as an officerowner, director, shareholder, ownerofficer, partner, member, manager, joint venturer venturer, lender, shareholder, vendor, consultant, employee, advisor, agent, independent contractor or otherwise), or otherwise participate in the management or operation of, any Person that engages in any Restricted Activity or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidateactivity or enterprise that competes with any Restricted Activity; provided, to Employee's actual knowledge after due inquiryhowever, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant that this Section 5.8 shall not be deemed apply to prohibit Employee from (A) acquiring as an investment not more the ownership of less than two five percent (25%) of the capital outstanding stock of any Person who has a competing business whose stock class of securities that is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreementpublicly traded. (b) Because The Parties acknowledge that the acquisition of the difficulty Business and the goodwill of measuring economic losses the Business is an essential component of the transactions contemplated hereby, and believe that the goodwill of Transferor and of the Business is a valuable asset and an essential inducement to VPI the Acquiring Parties to enter into this Agreement and to consummate the transactions to be consummated pursuant to this Agreement. The Parties acknowledge that it could substantially dilute the value of such goodwill if any of the Transferor Parties violated any of the provisions of Section 5.8. In order to induce the Acquiring Parties to enter into this Agreement and as a result condition precedent to the consummation of the transactions contemplated by this Agreement, each of the Transferor Parties agrees, insofar as he or it acts in its capacity as a selling equity holder, or a controlling person thereof, and not as an employee, a manager, a member of a breach management board or a consultant, to accept and be bound by the restrictions as set forth in Section 5.8(a). In addition, the Parties acknowledge and agree that the provisions of Section 5.8(a) and the period of time, geographic area and scope and type of restrictions on its activities set forth in such Section, are reasonable and necessary for the protection of the foregoing covenantAcquiring Parties, which are paying substantial consideration and because other benefits to the Transferor Parties in consideration for the covenants of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining ordersTransferor Parties hereunder. (c) It is agreed If any provision contained in any of Section 5.8(a) shall be determined by any court or other tribunal of competent jurisdiction to be invalid or unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, (i) such provision shall be interpreted to extend over the parties hereto that maximum period of time for which it may be enforceable and/or over the foregoing covenants maximum geographical area as to which it may be enforceable and/or to the maximum extent in this paragraph 3 impose a reasonable restraint on Employee all other respects as to which it may be enforceable, all as determined by such court or other tribunal making such determination, and (ii) in light its reduced form, such provision shall then be enforceable, but such reduced form of provision shall only apply with respect to the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles operation of such locations through provision in the term of this Agreementparticular jurisdiction in or for which such adjudication is made. It is further agreed by the parties hereto that, in intention of the event Parties that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation provisions of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiariesSection 5.8(a) shall thereafter enter be enforceable to the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicablemaximum extent permitted by Applicable Law. (d) The covenants in this paragraph 3 are severable Parties acknowledge and separate, and the unenforceability of agree that any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time breach or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All threatened breach of the covenants or other provisions contained in this paragraph 3 shall Section 5.8(a) may cause the Acquiring Parties material and irreparable damage, the exact amount of which will be construed difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Acquiring Parties shall, in addition to all other available rights and remedies (including, but not limited to, seeking such damages as an agreement independent it can show it has sustained by reason of such breach and recovery of costs and expenses including, but not limited to, attorneys’ fees and expenses), be entitled to seek specific performance and injunctive relief (including, without limitation, a temporary and/or permanent restraining order and/or a permanent injunction) in respect of any other provision in this Agreement, and the existence breach or threatened breach of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3or provisions.

Non-Competition. (a) Employee During the period between the Closing Date and the third (3rd) anniversary of the Closing Date, the Seller shall not, during the period and shall not permit any of Employee's employment with VPI, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoeverits Subsidiaries to, directly or indirectly, for himself anywhere in the world, own, manage, operate or herself or on behalf control, any business that is engaged in a Competing Business (as defined below); provided, however, that nothing herein shall limit the ability of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: the Seller and its Subsidiaries to (i) engageacquire and own, directly or indirectly, solely as an officerinvestment, director, shareholder, owner, partner, joint venturer or securities of any Person traded on any national securities exchange that engages in a managerial capacityCompeting Business if the Seller or a Subsidiary of Seller is not a member of a group that controls such Person and does not, whether as an employeedirectly or indirectly, independent contractor, consultant own 9.9% or advisormore of any class of securities of such Person, or as a sales representative, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon purchase an entity or entities that are directly or indirectly engaged in, or assets that are used in, a Competing Business at the time of such acquisition, so long as (x) such acquired entity is primarily engaged, or the assets constitute a portion of a greater amount of acquired assets which taken as a whole are used primarily in, activities which are not Competing Businesses or (y) the Seller promptly disposes of any person who isportion of such acquired entity (or acquired assets) that is engaged in a Competing Business. For purposes of this Section 5.7(a), at that timea "Competing Business" means (i) the mining, within manufacture or sale (including distribution) of (x) industrial minerals, or products manufactured therefrom, similar to those presently being mined, manufactured or sold by the TerritoryBusiness, or (y) products which are currently the subjects of ongoing research projects disclosed in a letter which has been delivered by World Minerals to the Seller (with a copy to the Purchaser) prior to the date hereof, or (ii) the manufacture or sale of products utilizing crossflow filtration technology or of filtration membranes. For purposes of this Section 5.7(a), an employee acquired entity or group of VPI acquired assets which, based upon financial statements for its most recently completed fiscal year, generated twenty percent (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof20%) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose more of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant total revenues from Competing Businesses shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of be primarily engaged, or the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging assets primarily used, in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreementactivities which are Competing Businesses. (b) Because of Since the difficulty of measuring economic losses to VPI as a result Purchaser will be irreparably damaged and its remedy at law will be inadequate in the event of a breach of Section 5.7(a), the foregoing covenantPurchaser shall be entitled to an injunction restraining any violation of such Section or any other appropriate decree of specific performance, and because of the immediate and irreparable without showing any actual damage or that could be caused to VPI for which they monetary damages would have no other not provide an adequate remedy. Such remedies shall not be exclusive and shall be in addition to any other remedy which the Purchaser may have, Employee agrees that including the foregoing covenant may be enforced by VPI in right to monetary damages for the event of breach by him or her, by injunctions and restraining ordersperiod preceding such specific enforcement. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of If any provision of this paragraph 3Section 5.7 is held to be unenforceable because of the scope, duration or area of its applicability, the court making such determination shall have the power to modify such scope, duration or area or all of them, and such provision shall then be applicable in such modified form.

Non-Competition. (a) Employee shall notBy and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period of Employee's employment with VPI, commencing on the date hereof and for a period of two ending twelve (212) years immediately months following the termination date upon which the Executive shall cease to be an employee of Employee's employment under this Agreementthe Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Restricted Period”), he shall not directly or indirectly, whether as an owner, partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its subsidiaries (or any reason whatsoeverother entity directly or indirectly controlled by such entities)) or otherwise compete with the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities), (ii) render any services related to the Business to any person, corporation, partnership or other entity (other than the Company or its subsidiaries (or any other entity directly or indirectly controlled by such entities)) engaged in any element of the Business, or (iii) acquire an interest in any person, corporation, partnership or other entity described in clause (ii) above as a partner, stockholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may (x) engage in the businesses identified on Exhibit B hereto and (y) invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, for himself own 1% or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf more of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose class of acquiring securities of such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the aboveforegoing, the foregoing covenant covenants contained in this Section 6.1(a) shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI apply in the event of breach by him the Executive’s termination of employment upon or her, by injunctions and restraining orders. (c) It is agreed by after the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light expiration of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced one-year renewal term in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicableSection 1 above. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall will not, during the period of Employee's employment with VPIthe Company, and for a period of two (2) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: (i) 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, in any noncommercial property management, rental or sales business or hotel management travel service business in direct competition with VPI the Company or TSI or any subsidiary of VPIeither the Company or TSI, within the United States or within 100 miles of the locations any other geographic area in which VPI the Company or TSI or any of VPIthe Company's or TSI's subsidiaries conducts business, including any noncommercial property management, rental territory serviced by the Company or sales business TSI or hotel management business any of such subsidiaries (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI the Company or TSI (including the respective subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI the Company or TSI (including the respective subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is is, at that time, or which has been, within one (1) year prior to that time, a customer of VPI the Company or TSI (including the respective subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental soliciting or sales selling products or services to property owners and/or renters in direct competition with VPI the Company or TSI or any subsidiary of VPI the Company or TSI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management businesscompetitor, which candidatecandidate was, to Employee's actual knowledge after due inquiry, was either called upon by VPI the Company or TSI (including the respective subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (which the Company or any subsidiary thereof) TSI made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business business, whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreementcounter. (b) Because of the difficulty of measuring economic losses to VPI the Company and TSI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI the Company and TSI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI TSI or the Company in the event of breach by him or herhim, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI the Company or TSI (including VPITSI's other subsidiaries) on the date of the execution of this Agreement and the current plans of VPI TSI (including VPITSI's other subsidiaries); but it is also the intent of VPI the Company and Employee that such covenants be construed and enforced in accordance with the changing activities, business and locations of VPI the Company and TSI (including VPITSI's other subsidiaries) throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. For example, if, during the term of this Agreement, VPI the Company or TSI (including VPITSI's other subsidiaries) engages in new and different activities, enters a new business or establishes new locations for its current activities or businessbusiness in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefor, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within 100 miles of such locations its then-established operating location(s) through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI the Company or TSI (including VPITSI's other subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employeeemployee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI the Company or TSI (including VPITSI's other subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities activities, or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformedreformed in accordance therewith. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof)Company or TSI, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI TSI or the Company of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. During the Restricted Period, (a) Employee none of the members of the Non-Compete Group or any of their Affiliates shall not, during engage in Restricted Activities in the period of Employee's employment with VPIRestricted Area, and for a period (b) none of two (2) years immediately following the termination members of Employee's employment under this Agreement, for the Non-Compete Group or any reason whatsoever, directly or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) engage, their Affiliates shall serve as an officer, director, shareholderpartner, ownermember, employee, consultant, contractor, joint venturer, or agent of, or own, directly or indirectly, any equity interest in any Person that engages in Restricted Activities within the Restricted Area; provided, however, that (i) MEP may serve as an officer, director, partner, joint venturer or in a managerial capacitymember, whether as an employee, independent consultant, contractor, consultant or advisorjoint venturer, stockholder, or agent of the PREIT Entities and may serve as a sales representative, director of any Person that is not engaged in nor has any noncommercial property management, rental or sales stated business or hotel management business plan to be engaged in direct competition with VPI or any subsidiary of VPI, within 100 miles Restricted Activities in the Restricted Area as of the locations date when MEP would become a director of such Person; provided, however, that, if MEP becomes a director of such Person, and such Person subsequently engages in which VPI or any Restricted Activities, MEP shall recuse himself from participation in the activities of VPI's subsidiaries conducts any noncommercial property managementthe board of directors of such Person on all matters in connection with the Restricted Activities of such Person, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) Non-Compete Group may make passive investments in a sales representative or managerial capacity class of equity securities of any Person that is engaged in Restricted Activities in the Restricted Area, so long as such investment does not exceed with respect to any Person in the aggregate for the purpose or with the intent of enticing such employee away from or out all of the employ members of VPI the Non-Compete Group and any of their Affiliates five percent (including 5%) of the subsidiaries thereof)voting power of the voting equity securities of such Person or five percent (5%) of the outstanding equity securities of such Person, provided (iii) the Non-Compete Group may own, operate, invest in, manage, re-develop and lease Oak Ridge Mall and the properties being conveyed to CIT pursuant to the Exchange Agreement, (iv) the Non-Compete Group may engage in activities that Employee are directly related to the operation of hotels and convention centers, (v) if the Non-Compete Group engages in Restricted Activities within an area, which was not a Restricted Area prior to the time of such engagement, the Non-Compete Group shall be permitted to call upon engage in such Restricted Activities within such area and hire (vi) if the Non-Compete Group makes an investment in a class of equity securities of any Person that is engaged in Restricted Activities within an area which was not a Restricted Area prior to the time of such investment, the Non-Compete Group shall be permitted to make and maintain such investment notwithstanding that such investment may exceed five percent (5%) of the voting power of the voting equity securities of such Person or five percent (5%) of the outstanding equity securities of such Person. Without limiting the generality of this paragraph, during the Restricted Period no member of his the Non-Compete Group or her immediate family; (iii) call upon any of their Affiliates shall serve as a consultant to any person or entity which is at that time, if such consulting services reasonably could be expected to help such person or which has been, within one entity (1or the Affiliates of such person or entity) year prior to that time, a customer of VPI (including the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters engage in direct competition with VPI or any subsidiary of VPI within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor Restricted Activities in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this AgreementRestricted Area. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall not, during Upon the period expiration of the term of the Employee's ’s employment with VPI, and for a period of two (2) years immediately following hereunder or in the termination of event the Employee's ’s employment under this Agreement, hereunder terminates prior thereto for any reason whatsoever, directly or indirectlythe Employee shall not, for himself or herself or on behalf a period of or in conjunction with any other person, company, partnership, corporation or business of whatever nature: (i) 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, in any noncommercial property management, rental or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles of the locations in which VPI or any of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of VPI (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of VPI (including the subsidiaries thereof), provided that Employee shall be permitted to call upon and hire any member of his or her immediate family; (iii) call upon any person or entity which is at that time, or which has been, within one (1) year prior after the occurrence of such event, for himself, or as the agent of, on behalf of, or in conjunction with, any person or entity, solicit or attempt to solicit, whether directly or indirectly: (i) any employee of the Bank to terminate such employee’s employment relationship with the Bank; or (ii) any savings and loan, banking or similar business from any person or entity that timeis or was a client, a employee, or customer of VPI (including the subsidiaries thereof) within Bank and had dealt with the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI Employee or any subsidiary other employee of VPI within the Territory; orBank under the supervision of the Employee. (ivb) call upon any prospective acquisition candidateIn the event Employee voluntarily resigns pursuant to section 6 (b) of this Agreement, on Employee's own behalf or on behalf of any competitor in the noncommercial property managementevent the Employee’s employment hereunder is terminated for cause, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysisEmployee shall not, for the purpose a period of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI from the date of termination, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with; (i) any financial institution having an office located within fifty (50) miles of any office of the Bank as of the date of termination; or by (ii) any subsidiary thereofperson or entity engaged in any business or activity in the prepaid debit card, payments or similar industry, or which relates in any way to the prepaid debit card products, payment services and other related services of Bank, anywhere within the United States. (c) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant The provisions of subsections (a) and (b) hereof shall not be deemed to prohibit prevent the Employee from (A) acquiring as an investment purchasing, solely for investment, not more than two five percent (25%) of the capital any financial institution’s stock of a competing business whose stock is or other securities which are traded on a any national or regional securities exchange or are actively traded in the over-the-counter or market and registered under Section 12 (Bg) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty Securities Exchange Act of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiaries); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term of this Agreement, VPI (including VPI's subsidiaries) establishes new locations for its current activities or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with VPI (including VPI's subsidiaries), or similar activities, or business in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicable1934. (d) The covenants in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in this Section shall survive the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention termination of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All Employee’s employment hereunder whether by expiration of the covenants in this paragraph 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including the subsidiaries thereof), whether predicated on this Agreement term thereof or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3.

Non-Competition. (a) Employee shall notExcept as provided in Section 5.5(b), during the period beginning on the Distribution Date and ending on the second anniversary of Employee's employment with VPIthe Distribution Date, neither Computer Sciences GS nor any of its controlled Affiliates will own, manage, operate, control or participate in the ownership, management, operation or control of any company engaged in the CSC State and for a period of two Local Field in the Territory. (2b) years immediately following Nothing contained in the termination of Employee's employment under this Agreement, for any reason whatsoever, directly Agreement shall prohibit Computer Sciences GS or indirectly, for himself or herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever natureits Affiliates from: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer acquiring or in holding shares of capital stock or a managerial capacity, whether as an employee, independent contractor, consultant partnership or advisor, or as a sales representative, other equity interest in any noncommercial property managementPerson that engages in the CSC State and Local Field in the Territory, rental where such shares or sales business or hotel management business in direct competition with VPI or any subsidiary of VPI, within 100 miles interest represent no more than ten percent (10%) of the locations outstanding voting power in which VPI such Person; provided, however, that in any such case, such shares or any interests are purchased and/or held solely for investment purposes and Computer Sciences GS or its Affiliates are not in control of VPI's subsidiaries conducts any noncommercial property management, rental or sales business or hotel management business (the "Territory")such Person; (ii) call upon acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business of any person who isPerson 20% or less of whose revenues is derived from the CSC State and Local Field within the Territory; provided, at that timehowever, that, (A) within six (6) months after its acquisition, Computer Sciences GS or its Affiliates shall use all commercially reasonable efforts to sell the portion of the business of such Person which is then operating in the CSC State and Local Field within the Territory, an employee of VPI and (including the subsidiaries thereofB) in a sales representative or managerial capacity for the purpose or with the intent of enticing respect to such employee away from or out of the employ of VPI (including the subsidiaries thereof)portion, provided that Employee CSC shall be permitted given a first right of refusal to call upon purchase such portion on the same terms and hire conditions as offered by Computer Sciences GS or controlled affiliates to any member of his or her immediate familyprospective purchaser; (iii) call upon any person marketing or entity which is at selling its own products or services that time, or which has been, within one (1) year prior to that time, a customer of VPI (including are not in the subsidiaries thereof) within the Territory for the purpose of providing noncommercial property management, rental or sales services to property owners and/or renters in direct competition with VPI or any subsidiary of VPI CSC State and Local Field within the Territory; or (iv) call upon any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the noncommercial property management, rental or sales business or hotel management business, which candidate, to Employee's actual knowledge after due inquiry, was called upon by VPI (including the subsidiaries thereof) or for which, to Employee's actual knowledge after due inquiry, VPI (or any subsidiary thereof) made an acquisition analysis, for the purpose of acquiring such entity, unless VPI (or any subsidiary thereof) has expressly declined to pursue such acquisition candidate or at least one (1) year has elapsed since VPI (or any subsidiary thereof) has taken any action with respect to pursuing such acquisition candidate. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from (A) acquiring as an investment not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter or (B) engaging in the hotel management business if the Employee's employment hereunder is terminated after the initial three-year term of this Agreement. (b) Because of the difficulty of measuring economic losses to VPI as a result of a breach of the foregoing covenant, and because of the immediate and irreparable damage that could be caused to VPI for which they would have no other adequate remedy, Employee agrees that the foregoing covenant may be enforced by VPI in the event of breach by him or her, by injunctions and restraining orders. (c) It is agreed by the parties hereto that the foregoing covenants Except as provided in this paragraph 3 impose a reasonable restraint on Employee in light of the activities and business of VPI (including VPI's subsidiaries) on the date of the execution of this Agreement and the current plans of VPI (including VPI's subsidiariesSection 5.5(d); but it is also the intent of VPI and Employee that such covenants be construed and enforced in accordance with the changing locations of VPI (including VPI's subsidiaries) throughout the term of this Agreement. For example, if, during the term period beginning on the Distribution Date and ending on the second anniversary of this Agreementthe Distribution Date, VPI (including VPI's subsidiaries) establishes new locations for neither CSC nor any of its current activities controlled Affiliates will own, manage, operate, control or business, then Employee will be precluded from soliciting the customers or employees from such new location and from directly competing within 100 miles of such locations through the term of this Agreement. It is further agreed by the parties hereto that, participate in the event that Employee shall cease to be employed hereunderownership, and shall enter into a business management, operation or pursue other activities not control of any company engaged in competition with VPI (including VPI's subsidiaries), or similar activities, or business the Computer Sciences GS Field in locations the operation of which, under such circumstances, does not violate clause (i) of this paragraph 3, and in any event such new business, activities or location are not in violation of this paragraph 3 or of Employee's obligations under this paragraph 3, if any, Employee shall not be chargeable with a violation of this paragraph 3 if VPI (including VPI's subsidiaries) shall thereafter enter the same, similar or a competitive (i) business, (ii) course of activities or (iii) location, as applicableTerritory. (d) The covenants Nothing contained in this paragraph 3 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any 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 restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed.prohibit CSC or its Affiliates from: (ei) All acquiring or holding shares of capital stock or a partnership or other equity interest in any Person that engages in the Computer Sciences GS Field in the Territory, where such shares or interest represent no more than ten percent (10%) of the covenants outstanding voting power in this paragraph 3 such Person; provided, however, that in any such case, such shares or interests are purchased and/or held solely for investment purposes and CSC or its Affiliates are not in control of such Person; (ii) acquiring (whether by merger, consolidation, stock or asset purchase or other similar transaction) all or substantially all of the business of any Person 20% or less of whose revenues is derived from the Computer Sciences GS Field within the Territory; provided, however, that, (A) within six (6) months after its acquisition, CSC or its Affiliates shall use all commercially reasonable efforts to sell the portion of the business of such Person which is then operating in the Computer Sciences GS Field within the Territory, and (B) with respect to such portion, Computer Sciences GS shall be construed given a first right of refusal to purchase such portion on the same terms and conditions as an agreement independent of offered by CSC or controlled affiliates to any other provision prospective purchaser; (iii) marketing or selling its own products or services that are not in this Agreement, and the existence of any claim or cause of action of Employee against VPI (including Computer Sciences GS Field within the subsidiaries thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by VPI of such covenants. It is specifically agreed that the period of two (2) years following termination of employment stated at the beginning of this paragraph 3, during which the agreements and covenants of Employee made in this paragraph 3 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 3Territory.