Common use of Non-Competition Clause in Contracts

Non-Competition. During the Restricted Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2.

Non-Competition. During In exchange for the Restricted Periodconsideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee shall not (and shall cause the Employee’s controlled affiliates not to) will not, directly or indirectly indirectly, either as an individual, proprietor, stockholder (including through the Employee’s respective controlled affiliates or otherwise, including other than as a directorholder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative employee or otherwise): a. work for, either for the Employee or for any other Person in the Restricted Territorybecome an employee of, (a) perform duties, carry out activitiesinvest in, provide services, consulting services to or otherwise in any way engage in, for the Employee’s own benefit or for the benefit of in any third party, any Competing Business in the Restricted Territory business which (i) is primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a position or capacity that is substantial extent with the same or substantially similar Company; or b. provide, sell, offer to the position the Employee held atsell, lease, offer to lease, or the capacity in solicit any orders for any products or services which the Company provided and with regard to which Employee performed duties forhad direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive compete with the business of the Company), any Competing Business, or (ciii) acquire violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (through merger2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, stock purchase director, employee or purchase of all individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or substantially all individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the assets or otherwiseAgreement shall apply is that territory within two hundred (200) miles of (i) any of the ownership ofCompany's present offices, (ii) any of the Company's present rig yards and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or any equity interest in, any Person if the annual revenues of such Person from definitive plans to locate an office or a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)rig yard. Notwithstanding the foregoing, if the Employee holds a passive investment representing two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2territorial limitations extending into such other country.

Non-Competition. During the Restricted Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for During the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory Employment Period and (i) in for a position period of one year after the termination of this Agreement pursuant to Sections VII(b), VII(c), VII(d) or capacity that is at the same or substantially similar to the position option of the Employee held at, pursuant to Section VII(a) or the capacity in which the Employee performed duties for, the Company, expiration thereof or (ii) in a position or capacity in which the event of termination of this Agreement by the Company without cause under Section VII (a) for the Notice Period, the Employee is likely to use will not directly or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Businessindirectly: (i) as an individual, (b) otherwise ownproprietor, managepartner, operatestockholder, controlofficer, adviseemployee, director, joint venturer, investor, lender, or participate in the ownership, management, operation or control of, or be connected in any manner with other capacity whatsoever (where such connection is competitive with other than as the business holder of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are not more than five one percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (21%) of the issued and total outstanding shares stock of a publicly held company), engage in the business of developing, producing, marketing or selling products or services of the kind or type developed or being developed, produced, marketed or sold by the Company or any subsidiary of the Company while the Employee was employed by the Company provided that the foregoing restriction shall not apply after the end of the Employment Period to activities that are not related to the Company's year 2000 business activities.; or (ii) recruit, solicit or induce, or attempt to induce, any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; or (iii) solicit, divert or take away, or attempt to divert or take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company which were contacted, solicited, served or known by the Employee while employed by the Company. (b) If any restriction set forth in this Section IX is found by any court of competent jurisdiction to be unenforceable because it extends for too long a company listed on period of time or over too great a recognized exchange that operates, in whole range of activities or in parttoo broad a geographic area, directly it shall be interpreted to extend only over the maximum period of time, range of activities or indirectly geographic area as a Competing Business, to which it may be enforceable. (c) The restrictions contained in this shall not constitute a Section IX are necessary for the protection of the business and goodwill of the Company and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of this Section 7.2IX will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief.

Non-Competition. During As described in Section 13(a) above, the Company will provide Executive with confidential information during the term of this Agreement. In exchange for the provision of this confidential information, and as a part of and aid to the enforcement of Executive’s obligations to keep such information confidential, Executive agrees that during the Restricted Period, the Employee shall not Executive will not, within or with respect to the geographical area of the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company operates (and shall cause including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the EmployeeRestricted Period (the “Restricted Area”), except in the furtherance of the Company’s controlled affiliates not to) Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or in any manner engage in (x) any business (including through by the Employee’s respective controlled affiliates Executive or otherwisein association with any Person) that creates, including designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either substitute for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose competes with either the Company’s confidential information Business or trade secrets any product or service of the Company carried out during the period commencing two (2) years prior to the date hereof and ending on the date of termination of the Restricted Period or contemplated during such period to be carried out by the Company or any of its Affiliates, (y) any business (including by the Executive or in association with any Person) that provides services or products to any current or former customer of the Company or its Affiliates that are similar to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the services or products provided by the Company or its Affiliates to such current or former customers or (z) any activity that is in competition with the Company’s Business or any other business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, Company or any equity interest inof its Affiliates; provided that nothing in this Section 13(d) shall be deemed to diminish, amend, affect or otherwise modify any Person if the annual revenues of such Person from a Competing Business (other non-competition agreement or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based covenant binding on the most recent full fiscal year revenues of such person or entity)Executive. Notwithstanding Nothing in this Section 13(d) shall prohibit the foregoing, if the Employee holds a passive investment representing Executive from owning securities having no more than two percent (2%) % of the issued and outstanding shares voting power of any publicly traded competitor, or participating as a passive investor in a private investment fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2% of any publicly traded company listed on a recognized exchange that operates, engaged in whole or in part, directly or indirectly as a Competing the Company’s Business, this shall not constitute a breach of this Section 7.2.

Non-Competition. (a) During the term of this Agreement and for one year thereafter (the "Restricted Period"), the Employee shall not (and shall cause not, without the Employee’s controlled affiliates not to) written consent of the Company, directly or indirectly indirectly, (including through the Employee’s respective controlled affiliates i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for any business which is conducted in any of the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity jurisdictions in which the Employee performed duties for, the Company, or (ii) in a position or capacity in 's business is conducted and which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of conducted by the Company)Company ; provided, any Competing Business, that this Section 8(a)(i) shall not prohibit the Employee from purchasing or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five owning up to one percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (21%) of the issued and outstanding shares in capital stock of a company which is listed or authorized for trading on any national securities exchange, Nasdaq or the OTC Electronic Bulletin Board or is a recognized exchange company with a class of securities registered under Section 12 of the Securities Act of 1934, as amended; (ii) for the Employee's own account or for the account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) contact, telephone, meet, solicit or transact any business with any material customer, account or supplier of the Company who or which transacts or has transacted business with the Company at any time during the term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of the Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. (b) Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such violation, including but not limited to any injunctive or other equitable relief or the recovery of damages from the Employee. (c) The Employee acknowledges that operatesthe covenants contained in this Section 8 are fair and reasonable in order to protect the Company's business and were a material and necessary inducement for the Company to agree to the terms of this Agreement. The Employee further acknowledges that any remedy at law for any breach or threatened or attempted breach of the covenants contained in this Section 8 may be inadequate and that the violation of any of the covenants contained in this Section 8 will cause irreparable and continuing damage to the Company. Accordingly, the Company shall be entitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder, including without limitation an order restraining any further violation of such covenants, or any other relief a court might award, without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security, and that such injunctive relief shall be cumulative and in whole addition to any other rights or remedies to which the Company may be entitled. The covenants in partthis Section 8 shall run in favor of the Company and its successors and assigns. In addition, directly or indirectly as a Competing Business, this shall not constitute a breach to the extent the Company is successful on the merits in any proceeding to enforce the terms of this Section 7.28, the Employee agrees to pay the Company the costs it incurs, including reasonable attorneys' fees and expenses, in bringing and prosecuting any such proceeding. (d) In case any one or more of the terms or provisions contained in this Section 8 shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms or provisions hereof, but such term or provision shall be deemed modified or deleted as or to the extent required by applicable law, and such modification or deletion shall not affect the validity of the other terms or provisions of this Section 8. In addition, if any one or more of the restrictions contained in this Section 8 shall for any reason be held to be unreasonable with regard to time, duration, geographic scope or activity, the parties contemplate and hereby agree that such restriction shall be modified and shall be enforced to the full extent compatible with applicable law. The parties hereto intend that the covenants contained in this Section 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (e) The provisions of this Section 8 shall survive the termination of this Employment Agreement.

Non-Competition. During the Restricted PeriodTerm and (i) for a three (3) year period following a termination of the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (ii) for eighteen (18) months following the termination of the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, the Employee Executive shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including whether individually, as a director, officermanager, equityholdermember, stockholder, partner, consultant, employerowner, employee, proprietorconsultant or agent of any business, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for in any other Person capacity, other than on behalf of the Company or an affiliate or successor of the Company, 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 the Restricted Territoryassociation with any person, (a) perform dutiesfirm, carry out activities, provide servicescorporation or business organization), or otherwise engage assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly, engages or proposes to engage in (A) designing, engineering, manufacturing, selling or distributing (x) towing systems and roof rack systems and related accessories or (y) any other product which the Company designs, engineers, manufactures, sells or distributes on or prior to the termination of the Executive's employment (the "Business") or (B) in providing services that are similar to, may be used as substitutes for or are in competition with the Employee’s own benefit or for the benefit of any third partyBusiness, any Competing Business anywhere in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity world in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, Company or any equity interest inof its subsidiaries engages or proposes to engage in such Business. Notwithstanding the foregoing, any Person if nothing in this Agreement shall prevent the annual revenues of such Person Executive from a Competing Business (or Competing Businesses) are more owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued publicly traded equity securities of any competing enterprise (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and outstanding shares in a company listed on a recognized exchange that operatesno power, in whole alone or in partconjunction with other affiliated parties, directly to select a director, manager, general partner, or indirectly as a Competing Business, this shall not constitute a breach similar governing official of this Section 7.2the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

Non-Competition. During your employment with the Company and for a period of one (1) year thereafter (the “Restricted Period”), the Employee shall you will not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, including as a directorin any state in which the Group conducts business or has customers (i) render advice or services to, officeror otherwise assist, equityholderany person, partnerassociation, consultantor entity who is engaged, employerdirectly or indirectly, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted TerritoryBusiness; (ii) hold a 2.5% or greater equity, (a) perform dutiesvoting or profit participation interest in any person, carry out activities, provide servicesassociation, or otherwise engage inentity who is engaged, for the Employee’s own benefit directly or for the benefit of any third partyindirectly, any Competing Business in the Restricted Territory Business or (iiii) carry on or be in a position any way engaged, concerned or capacity that is interested in or have business dealings with the Restricted Business. For purposes of this section, “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services which are of the same or substantially materially similar kind as the products or services (including but not limited to technical and product support, professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or supplied by the position the Employee held at, or the capacity in Group and with which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be you were directly connected in any manner with (where such connection is competitive during your employment with the business Company or its predecessor or about which you have received or developed Proprietary Information by reason of your employment with the Company), any Competing Business, Company or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)its predecessor. Notwithstanding the foregoing, if with prior written consent from the Employee holds Company which shall not be unreasonably withheld, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by or provide services for a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a passive investment representing no interest of not more than two percent (2%) of the issued and outstanding shares 2.5% in a company listed with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that the Restricted Period shall be extended by a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach period equal the length of any violation of this Section 7.27.3.

Non-Competition. During a. Subject to the Restricted Periodprovisions of paragraph (b) hereof, Executive agrees that, for the Employee period commencing on the date hereof and ending two years after the termination of his employment with the Company for any reason, he shall not not, in any country in the world in which the Company then engages in the Business (and shall cause or in such lesser area or for such lesser period as may be determined by a court of competent jurisdiction to be a reasonable limitation on the Employee’s controlled affiliates not to) competitive activity of Executive), directly or indirectly indirectly: (including through the Employee’s respective controlled affiliates or otherwisei) engage, including as a directoran employee, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative independent contractor or otherwise), either for the Employee or for in any other Person capacity, in any activity for or on behalf of any person or entity (other than the Company) in a line of business competitive with the Business or any aspect thereof or engage in any manner in the Restricted Territory, Business; (aii) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or except for the benefit of the Company, solicit or attempt to solicit business of entities who were providers for, or customers of, the Company at any third party, any Competing Business in time within the Restricted Territory prior two years (iincluding prospective providers or customers solicited by the Company) in a position for products or capacity that is services the same or substantially similar to the position the Employee held atthose offered, sold, produced or the capacity in which the Employee performed duties for, under development by the Company, or dealt in by Executive, during his employment therewith; (iiiii) in a position or capacity in which the Employee is likely to use or disclose interfere with the Company’s confidential information , the Business or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advisethe conduct thereof by the Company, or participate in otherwise divert or attempt to divert from the ownershipCompany any business whatsoever; (iv) hire, management, operation solicit or control of, attempt to solicit for participation or be connected employment in any manner with (where such connection is competitive with the business endeavor any employee of the Company); (v) use the name of the Company or any name used by the Company, or any name similar to any thereof, whether or not registered; or (vi) render any services as an officer, director, employee, partner, consultant or otherwise to, or have any interest as a member, stockholder, partner, lender or otherwise in, any Competing Businessperson or entity that is engaged in activities which, or if performed by Executive, would violate this Section 7. The foregoing shall not prevent Executive from purchasing up to five percent of the voting securities of any other entity, the securities of which are publicly-traded, during the time which the Executive is actively employed by the Company. b. In the event Executive's employment is terminated under the circumstances contemplated by paragraphs (c) acquire or (through mergerd) of Section 5, stock purchase or purchase the obligations of all or substantially all Executive set forth under this Section 7 shall only continue in effect so long as the Company continues to pay to Executive his Base Salary (in the intervals set forth in Section 3(a)) during the one-year period following termination of such employment. c. Executive agrees that the restrictions on competition set forth in this Section 7 are reasonable and are properly required for the adequate protection of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued Company. Executive represents that his experience, capabilities and outstanding shares in a company listed on a recognized exchange circumstances are such that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach the provisions of this Section 7.27 will not prevent him from earning an appropriate livelihood.

Non-Competition. During Executive acknowledges that his employment with the Restricted PeriodCompany has in the past and will, of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Employee shall Executive agrees that during his employment with the Company and for a period of one (1) year after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not (to compete and shall cause the Employee’s controlled affiliates provisions of the covenant not toto compete herein contained will terminate on the date of termination of Executive) Executive will not, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including either as an individual, proprietor, stockholder {other than as a directorholder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers}, partner, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative employee or otherwise): a. work for, either for become an employee of, invest in, provide consulting services or in any way engage in any business which provides, produces, leases or sells products or services of the Employee same or similar type provided, produced, leased or sold by the Company and with regard to which Executive was engaged, or over which Executive had direct or indirect supervision or control, within one (1) year preceding the Executive's termination of employment, in any area where the Company provided, produced, leased or sold such products or services at any time during the one (1) year preceding such termination of employment; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which the Executive had direct or indirect supervision or control, within one (1) year preceding Executive's termination of employment, to or from any person, firm or entity which was a customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory individual to (i) in a leave his or her employment or position or capacity that is with the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, Company or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive compete with the business of the Company), any Competing Business, or (ciii) acquire (through mergerviolate the terms of any employment, stock purchase non-competition or purchase of all or substantially all of similar agreement with the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in partCompany; or d. employ, directly or indirectly as indirectly; permit the employment of; contract for services or work to be performed by; or otherwise, use, utilize or benefit from the services of any officer, director, employee or any other individual holding a Competing Businessposition with the Company within two (2) years after the Date of Termination of employment of Executive with the Company or within two (2) years after such officer, this shall not constitute a breach of this Section 7.2director, employee or individual terminated employment with the Company, whichever occurs earlier.

Non-Competition. During For the purpose of this Section 3, a company, entity, or person shall be deemed in competition with the Company, if any company, entity, or person engages in the electronic design automation (the "EDA") industry or, to the knowledge of the Employee, has definitive plans to engage in the EDA industry. The parties confirm that it is reasonably necessary for the protection of the Company that the Employee agree, and accordingly, the Employee does hereby agree that he will not, directly or indirectly, except for the benefit of the Company, at any time during his employment hereunder and thereafter during the Restricted Period, as hereinafter defined, from the date of termination of this Agreement provided the Company shall duly perform its obligations to the Employee shall not pursuant to this Agreement: (and shall cause the Employee’s controlled affiliates not toi) directly or indirectly (including through the Employee’s respective controlled affiliates Become an officer, director, partner, associate, employee, owner, agent, creditor, independent contractor, or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee be interested in or for associated with any other Person EDA company, firm or business engaged, in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity geographical area in which the Employee performed duties forCompany is engaged, in making or selling one or more EDA products competitive with a product or products made or sold by Company now or during the term of this Agreement. However, after obtaining the prior approval from the Company, the Employee may devote reasonable periods required for serving as a director or member of any Company, partnership, trust or other entity ("Entity") organization involving no conflict of interest with the interests of the Company or his personal affairs so long as the same does not interfere with the performance of his duties hereunder; (ii) in a position Solicit, cause or capacity in which the Employee is likely authorize, directly or indirectly, to use or disclose the Company’s confidential information or trade secrets to be solicited for or on behalf of such Competing Businesshimself or third parties, (b) otherwise own, manage, operate, control, advise, or participate from parties who were customers of the Company in the ownershipEDA industry at any time within six (6) months prior to the cessation of his employment hereunder, management, operation or control of, or be connected in any manner with (where such connection is business competitive with to the business of transacted by the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of Company with such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or customers in the aggregate, of such Person’s EDA industry; (iii) Accept or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person cause or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in partauthorize, directly or indirectly indirectly, to be accepted for or on behalf of himself or third parties, any such business in the EDA industry from any such customers of the Company as a Competing Business, this shall not constitute a breach of this Section 7.2.defined in the preceding subsection;

Non-Competition. During Executive acknowledges that his employment with the Restricted PeriodCompany has in the past and will, of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Employee shall Executive agrees that during his employment with the Company and for a period of two (2) years after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not (to compete and shall cause the Employee’s controlled affiliates provisions of the covenant not toto compete herein contained will terminate on the date of termination of the Executive) the Executive will not, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including either as an individual, proprietor, stockholder {other than as a directorholder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers}, partner, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative employee or otherwise): a. work for, either for become an employee of, invest in, provide consulting services or in any way engage in any business which provides, produces, leases or sells products or services of the Employee same or similar type provided, produced, leased or sold by the Company and with regard to which Executive was engaged, or over which Executive had direct or indirect supervision or control, within three (3) years preceding the Executive's termination of employment, in any area where the Company provided, produced, leased or sold such products or services at any time during the three (3) years preceding such termination of employment, or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which the Executive had direct or indirect supervision or control, within three (3) years preceding Executive's termination of employment, to or from any person, firm or entity which was a customer for such products or services of the Company during the three (3) years preceding such termination from whom the Company had solicited business during such three (3) years; or c. solicit, aid, counsel or encourage any officer, director, employee or other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory individual to: (i) in a leave his or her employment or position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, with the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive compete with the business of the Company), any Competing Business, or (ciii) acquire (through mergerviolate the terms of any employment, stock purchase non-competition or purchase of all or substantially all of similar agreement with the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in partCompany; or d. employ, directly or indirectly as indirectly; permit the employment of; contract for services or work to be performed by; or otherwise, use, utilize or benefit from the services of any officer, director, employee or any other individual holding a Competing Businessposition with the Company within two (2) years after the Date of Termination of employment of Executive with the Company or within two (2) years after such officer, this shall not constitute a breach of this Section 7.2director, employee or individual terminated employment with the Company, whichever occurs earlier.

Non-Competition. During The Employee acknowledges that he will acquire specialized knowledge and experience in the Restricted Periodbusiness of the Company and its Affiliates and that if his knowledge, experience, reputation or contacts are used by or on behalf of the Employee to compete with the Company or its Affiliates or to solicit employees or agents away from the Company or its Affiliates, serious harm to the Company and its Affiliates may result. In consideration of the benefits specified in this Agreement, the Employee agrees that during the Employee's employment by the Company and for a period of one (1) year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (whether prior to, or as the result of, expiration of the Employment Term), the Employee shall not (and shall cause not, unless acting pursuant hereto or with the Employee’s controlled affiliates not to) prior written consent of the Board, directly or indirectly (including through the Employee’s respective controlled affiliates indirectly, render any services of a business, commercial, or professional nature to any Person, whether for compensation or otherwise, including as a directorwithin the United States or elsewhere in competition with the Company or its Affiliates or which is in conflict with the Company's or its Affiliates' interests, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either solicit for the Employee employment or for in any other Person fashion hire any of the employees or agents of the Company or its Affiliates or, with respect to the two (2) year period referred to above, any person who was an employee or agent of the Company or its Affiliates at any time within six months prior to the termination of employment hereunder; provided, however, that this provision shall terminate in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for event the Employee’s own benefit or for the benefit employment of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose terminated by the Company’s confidential information or trade secrets to or on behalf Company in violation of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in Section 10 hereof. For the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach purpose of this Section 7.28, the phrases "in competition with" and "in conflict with" shall not be deemed to apply to any Person whose activities do not involve similar lines of business now or hereafter undertaken by the Company or any Affiliate. In the event that the provisions of this Section should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law.

Non-Competition. During During (a) the Restricted PeriodEmployment Term and (b) for one year thereafter only in the event that such Employment Term is terminated under any of Section 8.1 (Voluntary Resignation), 8.2 (Partial or Total Disability) or 8.4 (Cause) hereof, the Employee shall not (and shall cause not, unless acting as an employee pursuant hereto or with the Employee’s controlled affiliates not to) prior written consent of the K-Tron Board, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, controlfinance, advisejoin, control or participate in the ownership, management, operation operation, financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any manner with (where such connection is competitive with business or enterprise engaged in the business of the Company)designing, any Competing Businessengineering, manufacturing, marketing, selling or distributing feeding, pneumatic conveying or size reduction equipment, or (c) acquire (through merger, stock purchase in any other business then engaged in by K-Tron or purchase of all or substantially all any other member of the assets K-Tron Group, within (x) any state of the United States or otherwisethe District of Columbia or (y) the ownership of, any other country in which K-Tron or any equity interest inother member of the K-Tron Group has engaged in any such business within the prior year or is about to engage in any such business; provided, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%)however, individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding that notwithstanding the foregoing, if this provision shall not be construed to prohibit the passive ownership by the Employee holds a passive investment representing no of not more than two percent (2%) 1% of the issued and outstanding shares equity of any entity which is engaged in any of the foregoing businesses having a company listed on a recognized exchange class of securities registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the event that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach the provisions of this Section 7.25 should ever be adjudicated to exceed the time, geographic, product or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or other limitations permitted by applicable law.

Non-Competition. During Without the Restricted Periodconsent in writing of the Board, upon the Employee shall not Executive's Date of Termination for any reason, Executive will not, for a period of six (and shall cause the Employee’s controlled affiliates not to6) consecutive calendar months thereafter, acting alone or in conjunction with others, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwisei) engage (either as owner, including as a director, officer, equityholderinvestor, partner, consultantstockholder, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lenderadvisor or director (other than as below)) in any business in the continental United States which is a material business conducted by the Company or any of its subsidiaries on the date of the consummation of a Change of Control in which he has been directly engaged, representative or otherwisehas supervised as an executive, on the date of the consummation of the Change of Control and which is directly in competition with a material business conducted by the Company or any of its subsidiaries on the date of the consummation of the Change of Control; (ii) induce any customers of the Company or any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the scope of his employment with the Company or any of its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any employee of the Company or any of its subsidiaries to terminate employment. The provisions of subparagraphs (i), either for (ii), and (iii) above are separate and distinct commitments independent of each of the Employee other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or for any other Person regularly traded in the Restricted Territoryover-the-counter market shall not, of itself, be deemed inconsistent with clause (i) of this paragraph (a), neither shall service (whether as an employee, officer, director or consultant) with respect to CUNO Incorporated, nor shall service as a member of a board of directors on which Executive is serving on the Date of Termination (including any successor board thereto) be deemed, of itself, to be inconsistent with clause (i) of this paragraph (a). The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) perform duties, carry out activities, provide services, is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2require Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. During Executive agrees that during the Restricted PeriodEmployment period, and for the Employee shall not (and shall cause Non-Competition Period set forth below, Executive will not, except as an employee of the Employee’s controlled affiliates not to) Company, in any capacity for Executive or for others, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory indirectly: (i) compete or engage anywhere in a position the geographic area comprised of (A) any county in which the Company maintains an office or capacity does business, or (B) the area which consists of the fifty (50) mile radius surrounding the Executive’s primary place of business in Bend, Oregon (the “Market Area”), in any business that is the same or substantially similar to the position the Employee held atsimilar, or the capacity in offers competing products and services which the Employee performed duties for, those offered by the Company, or ; (ii) in a position or capacity in which the Employee is likely take any action to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Businessinvest in, (b) otherwise own, manage, operate, control, adviseparticipate in, be employed or participate in the ownership, management, operation or control ofengaged by, or be connected in any manner with (where such connection is competitive with any partnership, corporation or other business or entity engaging in a business the business of the Company), any Competing Businesssame or similar, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of which offers competing products and services as those offered by the assets or otherwise) Company anywhere within the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding Market Area; notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two Executive is permitted hereunder to own, directly or indirectly, up to one percent (21%) of the issued and outstanding shares securities of any publicly traded financial institution conducting business within the Market Area; (iii) call on, service, or solicit competing business from customers or prospective customers of the Company if, within the twenty-four (24) months before the termination of Executive’s employment, Executive had or made contact with the customer, or had access or potential access to Proprietary Information or information and files about the customer; or (iv) call on, solicit, or induce any employee of the Company whom Executive had contact with, knowledge of, or association with in a company listed on a recognized exchange that operatesthe course of employment with the Company to terminate employment from the Company, and will not assist any other person or entity in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2such activities.

Non-Competition. During For and in consideration of the Restricted Periodtransactions contemplated by the Merger Agreement and the consideration the Executive will receive as a result thereby, the Employee Executive hereby agrees as follows: (a) Executive shall not during the period of his employment by or with the Company and for the Applicable Period (and shall cause the Employee’s controlled affiliates not todefined below), for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, limited liability company, corporation or business of whatever nature: (i) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseengage, including as a an officer, director, officermanager, equityholdermember, shareholder, owner, partner, consultantjoint venturer, employertrustee, or in a managerial capacity, whether as an employee, proprietor, principalindependent contractor, agent, manager, franchisee, franchisor, distributor, consultant or advisor, consultantor as a sales representative, lenderin an entity that designs, representative researches, develops, markets, sells or otherwise), either for the Employee licenses products or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity services that is the same or are substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), Company that is located within seventy-five (75) miles of any Competing Businessmarket in which Company currently operates or has plans to do business in at the time of termination; (ii) call upon any person who is at that time, or within the preceding twenty-four (c24) acquire (through mergermonths has been, stock purchase or purchase of all or substantially all an employee of the assets Company, for the purpose, or otherwise) with the ownership intent, of enticing such employee away from, or out of, the employ of the Company or for the purpose of hiring such person for Executive or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such other person or entity). Notwithstanding , unless any such person was terminated by the foregoing, if the Employee holds a passive investment representing no Company more than two percent six (2%6) months prior thereto; (iii) call upon any person who, or entity that is then or that has been within one year prior to that time, a customer of the issued and outstanding shares Company, for the purpose of soliciting or selling products or services in competition with the Company; or (iv) call upon any prospective acquisition or investment candidate, on the Executive’s own behalf or on behalf of any other person or entity, which candidate was known by Executive to have, within the previous twenty-four (24) months, been called upon by the Company or for which the Company made an acquisition or investment analysis or contemplated a company listed on joint marketing or joint venture arrangement with, for the purpose of acquiring or investing or enticing such entity into a recognized exchange that operates, in whole joint marketing or in part, directly or indirectly as a Competing Business, this shall not constitute a breach joint venture arrangement. For purposes of this Section 7.2.5: · the term “Company” shall be deemed to include the Company, C▇▇▇▇▇ ▇▇, LIBB and any of its respective subsidiaries; and

Non-Competition. During Executive acknowledges that his or her services to be rendered hereunder are of a special and unusual character that have a unique value to Company and the Restricted Periodconduct of its Business, the Employee shall loss of which cannot (adequately be compensated by damages in an action at law. In view of the unique value to Company of the services of Executive for which Company has contracted hereunder, and shall cause because of the Employee’s controlled affiliates not to) confidential information to be obtained by or disclosed to Executive as herein above set forth, and as a material inducement to Company to enter into this Agreement and to pay and make available to Executive the compensation and other benefits referred to herein, Executive covenants and agrees that Executive will not, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including whether as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative trustee or otherwise), either for through the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit agency of any third partycorporation, any Competing Business in partnership, association or agent (other than as the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf holder of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are not more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and total outstanding shares in a stock of any company listed the securities of which are traded on a regular basis on recognized exchange that operatessecurities exchanges): (a) while employed under this Agreement (i) work for (in any capacity, in whole or in part, directly or indirectly including without limitation as a Competing director, officer or employee) any other entity or cruise related businesses or affiliates of any such entity engaged in cruises, with a minimum fleet size of 3,000 berths, or (ii) recruit, or otherwise influence or attempt to induce employees of Company to leave the employment of Company; and (b) for the two (2) year period immediately following the termination of Executive's employment pursuant to this Agreement (the "Non-competition Period"), for any reason, serve as or be a consultant to or employee, officer, agent, director or owner of another entity or cruise related businesses or affiliates of any such entity engaged in cruises, with a minimum fleet size of 3,000 berths (“Cruise Business”); provided, this for purposes hereof, “Cruise Business” shall not constitute include any company that has a stand-alone Cruise Business unit that accounts for less than 10% of the company’s total sales in each of its prior two completed fiscal years so long as Executive is not providing services to such business unit other than services consistent with parent company oversight of such business unit. Executive further agrees that during the Non-competition Period, he or she shall not: (i) employ or seek to employ any person who is then employed or retained by Company or its affiliates (or who was so employed or retained at any time within the six (6) month period prior to the last day of Executive’s employment with Company); or (ii) solicit, induce, or influence any proprietor, partner, stockholder, lender, director, officer, employee, joint venturer, investor, consultant, agent, lessor, supplier, customer or any other person or entity which has a business relationship with Company or its affiliates at any time during the Non-competition Period, to discontinue or reduce or modify the extent of such relationship with Company or any of its subsidiaries. Executive has carefully read and considered the provisions of Sections 9, 10, and 11 hereof and agrees that the restrictions set forth in such sections are fair and reasonable and are reasonably required for the protection of the interests of Company, its officers, directors, shareholders, and other employees, for the protection of the business of Company, and to ensure that Executive devotes his or her entire professional time, energy, and skills to the business of Company. Executive acknowledges that he or she is qualified to engage in businesses other than that described in this Section 11. It is the belief of the parties, therefore, that the best protection that can be given to Company that does not in any way infringe upon the rights of Executive to engage in any unrelated businesses is to provide for the restrictions described above. In view of the substantial harm which would result from a breach by Executive of this Sections 9, 10 and 11, the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law as more particularly set forth in Section 7.212 below. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the parties.

Non-Competition. During Notwithstanding anything to the Restricted Periodcontrary, the Employee shall not (Founder undertakes and shall cause covenants to each Investor that commencing from the Employee’s controlled affiliates not to) directly or indirectly (including through date of this Agreement until the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit later of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar second anniversary after the date he ceases to the position the Employee held at, or the capacity in which the Employee performed duties for, the be employed by any Group Company, or (ii) in a position or capacity in which the Employee is likely second anniversary after the date he ceases to use or disclose hold any Shares of the Company’s confidential information , he will not, without the prior written consent of Majority Series A-1 Preferred Shareholders, Majority Series A-2 Preferred Shareholders, Majority Series B Preferred Shareholders (which shall include Apoletto), and Majority Series C Preferred Shareholders either on his/her own account or trade secrets to through any of his/her Affiliates, or in conjunction with or on behalf of such Competing Businessany other Person: (i) carry out, (b) otherwise ownbe engaged, manageconcerned or interested in, operatedirectly or indirectly, controlwhether as shareholder, advisedirector, officer, employee, partner, agent, consultant or adviser in any business in direct competition with, or participate in the ownershipotherwise related to, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business relating to providing the Business conducted or to be conducted by the Company or any of its Subsidiaries (the Company“Competitors”), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of provided that the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more Founder shall be permitted to hold less than five one percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (21%) of the issued and outstanding shares in total share capital of a public company listed on that is a recognized exchange that operatesCompetitor, in whole (ii) employ or solicit or entice away or attempt to solicit or entice away from any Group Company, any Person, firm, company or organization who is a customer, client, employee, representative, agent or correspondent of such Group Company or in partthe habit of dealing with such Group Company, or (iii) provide consulting service to the Competitors in any form. In the event any entity directly or indirectly as a Competing Businessestablished or managed by Founder engages or will engage in any business which is the same or similar to or otherwise competes with the Business of the Group Companies during the said period, this the Founder shall not constitute a breach of this Section 7.2cause such entity to disclose any relevant information to the Investors upon request and transfer such lawful business to the Company or any Subsidiary designated by the Company immediately.

Non-Competition. During the Restricted Employment Term, including any extensions thereof, and for a period of twelve (12) months immediately following the termination of Executive's employment under this Agreement for any reason other than death (the “Restrictive Period”), the Employee except as provided herein, Executive shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly indirectly: (including through the Employee’s respective controlled affiliates a) engage in or otherwisein any manner be connected or concerned, including whether as a an officer, director, officer, equityholderstockholder, partner, consultant, employerowner, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide servicescreditor, or otherwise engage inwith the development, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownershipoperation, management, operation or control of, or be connected conduct of any business in any manner with (where such connection is competitive the United States that competes with the business of the Company), Company being conducted at the time of such termination; (b) solicit or otherwise attempt to divert business from or interfere in the Company relationship with any Competing Business, supplier of the Company or any customer served by the Company or and potential customer identified by the Company during the period of Executive's employment hereunder; or (c) acquire (through mergersolicit, stock purchase hire or purchase otherwise interfere with the Company relationship with any person then or previously employed by the Company; provided, however, that, after the termination of all or substantially all Executive's employment, Executive shall not be bound by the Covenant set forth in this subparagraph following a material breach by the Company of any of its obligations to the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually Executive hereunder or in the aggregateevent of the cessation or dissolution of the Company business. As used herein, “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any Change in Control. Nothing contained herein shall prohibit Executive from owning up to 3% of the stock of a publicly traded company that competes with the business of the Company or, following the termination of the Executive’s employment with the Company, prevent the Executive from being employed by or otherwise affiliated with a line of business of another company that engages in multiple lines of business so long as the Executive is not employed by, does not provide services with respect to and is not otherwise involved in the line or lines of business of such Person’s or entity’s total consolidated annual sales (based on other company that compete with the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2Company.

Non-Competition. During Section 7.1 The restrictive covenants contained in this Article VII and in Article VIII hereof are supported by consideration to Employee hereunder. As a material incentive for the Restricted Company to enter into this Agreement, Employee hereby agrees that he will not at any time during his employment by the Company and for a period commencing on the date of termination of his employment and continuing until the expiration of 24 months (the "Non-Competition Period"), the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee himself or for others, in any other Person state of the United States, or in any foreign country where the Restricted Territory, Company or any of its affiliates is then conducting any business: (a) perform dutiesengage in any business that is directly competitive with activities conducted by the Company (or any of the Company's subsidiaries or divisions), carry out activities, provide serviceswhich activities conducted by the Company (or any of the Company's subsidiaries or divisions) represent in the aggregate greater than 25% of the Company's proforma consolidated revenues in 2001; (b) render advice or services to, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third partyassist, any Competing Business other person or entity who is engaged, directly or indirectly, in any business that is directly competitive with activities conducted by the Company (or any of the Company's subsidiaries or divisions), which activities conducted by the Company (or any of the Company's subsidiaries or divisions) represent in the Restricted Territory aggregate greater than 25% of the Company's proforma consolidated revenues in 2001; or (ic) transact any business in a position any manner pertaining to suppliers or capacity that is customers of the same Company or substantially similar to the position the Employee held atany affiliate which, in any manner, would have, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use have, an adverse effect upon the Company or disclose any affiliate. The foregoing shall not prohibit Employee's continued participation in those activities in which he is engaged on the date hereof and which have been disclosed to the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if in the event of termination of this Agreement pursuant to Section 4.1(d), 4.1(e) or 4.2(a), the prohibitions of this Article VII shall no longer apply at such time as Employee holds waives his right to receive any further payments under Section 4.1(d), 4.1(e) or 4.2(a), as the case may be. Section 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in a passive investment representing no more than two percent (2%) business similar to the Company's business in specific areas of the issued world for the Non-Competition Period, but acknowledges that he will receive sufficiently high remuneration and outstanding shares in a company listed on a recognized exchange other benefits from the Company hereunder to justify such restriction. In addition to any remedies provided under applicable law, the Company and Employee agree that operatesduring the period the Company is paying compensation and benefits to Employee pursuant to Articles III or IV hereof, in whole or in partthe Company's remedy for breach of the provisions of this Article VII shall include, directly or indirectly as a Competing Business, this but shall not constitute be limited to, the termination of all compensation and all benefits to Employee otherwise provided under this Agreement. Section 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in Section 7.1 hereof to be reasonable and necessary for the purposes of preserving and protecting the good will and proprietary information of the Company, nevertheless, if any of the aforesaid restrictions is found by a breach of this Section 7.2court having jurisdiction to be unreasonable, over broad as to geographic area or time or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

Non-Competition. During his employment with the Restricted Company and the Non-Competition Period, Executive shall not, without the Employee shall not (and shall cause prior written consent of the Employee’s controlled affiliates not to) Board, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, join, control, adviseparticipate in, invest in or otherwise be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business; provided, however, that nothing in this Agreement shall prevent Executive from (A) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or participate in direct the ownership, management, operation or control management of, and is not otherwise associated with, such corporation, or (B) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner with (where such connection is competitive with the business of the Company)manner, any Competing Business, provided that Executive shall not, directly or (c) acquire (through mergerindirectly, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership ofhave any responsibility whatsoever for, provide any services whatsoever to, or any equity interest in, any Person if the annual revenues of otherwise be connected or associated with such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)Business. Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on has separate divisions or subsidiaries, some of which conduct a recognized exchange Competing Business and some of which conduct other businesses which are not Competing Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that operatesconduct the Competing Businesses, in whole or in partprovided that (A) Executive shall not, directly or indirectly as a indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing BusinessBusiness of the same company, this and (B) Executive obtains the prior written consent of the Company, which consent shall not constitute a breach of this Section 7.2be unreasonably with held.

Non-Competition. During (a) Employee acknowledges and agrees that the Restricted Periodretention of Confidential Information is essential to the continued existence of the Company, and that such information constitutes trade secrets, disclosure of which would irreparably harm the business of the Company. Employee shall further acknowledges that the Company would find it extremely difficult to replace Employee. Accordingly, Employee agrees that he will not during the period he is employed by the Company or any present or future parent, subsidiary or affiliate of the Company, under this Agreement or otherwise, and for a period of 12 months thereafter (and shall cause the Employee’s controlled affiliates not toi) engage in, or otherwise directly or indirectly (including through the Employee’s respective controlled affiliates be employed by, or otherwiseact as a consultant, including as advisor or lender to, or be a director, officer, equityholder, partner, consultant, employer, employee, proprietorstockholder, principalowner, agentor partner of, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwiseany other Competitive Business (as hereinafter defined), either for the Employee or for (ii) assist others in engaging in any other Person in the Restricted TerritoryCompetitive Business, (aiii) perform dutiesinduce any employee of the Company or any present or future parent, carry out activitiessubsidiary or affiliate of this Company to terminate his employment with the Company or such parent, provide servicessubsidiary or affiliate, or otherwise engage inin any Competitive Business, for within a period of one year after such person is no longer employed by the Employee’s own benefit Company or for the benefit any present or future parent, subsidiary or affiliate of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (iiiv) in a position induce any entity or capacity in person with which the Employee is likely Company or any of present or future parent, subsidiary or affiliate has a business relationship to use terminate or disclose alter such business relationship. As used herein "Competitive Business" means and includes the business of designing, developing, manufacturing and marketing RF/Microwave/Millimeter/ Wave ceramic capacitors, thin film products and other passive components and any other business that provides services and/or products which are comparable to the services and/or products provided or contemplated to be provided by the Company or any present or future parent, subsidiary or affiliate of the Company’s confidential information . Notwithstanding anything contained herein to the contrary, the provisions of this Paragraph 9 will not be deemed breached merely because Employee owns not more than 1% of the outstanding common stock of a corporation, if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on NASDAQ, or trade secrets to or on behalf is regularly traded in the over-the-counter market by a member of such Competing Business, a national securities exchange. (b) otherwise ownEmployee understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to that of the Company or any present or future parent, manage, operate, control, advise, subsidiary or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business affiliate of the Company, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder to justify such restrictions which, in any event (given his education, skills and ability), any Competing Business, or Employee does not believe would prevent him from earning a livelihood. (c) acquire (through merger, stock purchase or purchase The obligations of all or substantially all Employee pursuant to this Paragraph 9 shall survive the termination of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued his employment and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2Agreement.

Non-Competition. During the Restricted Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory The Executive acknowledges that (i) the Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in a position or capacity that is the same or substantially similar irreparable harm to the position the Employee held atCompany Group, or the capacity in which the Employee performed duties for, the Company, or (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against any member of the Company Group, (iii) in the course of the Executive’s employment by a position or capacity in which competitor, the Employee is likely to Executive would inevitably use or disclose the Company’s confidential information or such trade secrets to or on behalf of such Competing Businessand confidential information, (biv) otherwise the Company Group has substantial relationships with its customers and the Executive has had and will continue to have access to these customers, (v) the Executive has received and will receive specialized training from the Company Group, and (vi) the Executive has generated and will continue to generate goodwill for the Company Group in the course of the Executive’s employment. Accordingly, during the Executive’s employment hereunder and for a period of one (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, own, manage, operate, control, advisebe employed by (whether as an employee, consultant, independent contractor or participate otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with any member of the ownership, management, operation Company Group or control of, or be connected in any manner with (where such connection is competitive with the other material business in which any member of the Company)Company Group is engaged on the date of termination or in which they have demonstrably planned, on or prior to such date, to be engaged in on or after such date, in any Competing Business, or (c) acquire (through merger, stock purchase or purchase locale of all or substantially all any country in which any member of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)Company Group conducts business. Notwithstanding the foregoing, if nothing herein shall prohibit the Employee holds Executive from being a passive investment representing no owner of not more than two one percent (21%) of the issued and outstanding shares equity securities of a publicly traded corporation engaged in a company listed on business that is in competition with a recognized exchange that operatesmember of the Company Group, so long as the Executive has no active participation in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach the business of this Section 7.2such corporation.

Non-Competition. During (i) Employee acknowledges that the Confidential Information in his possession would enable Employee to establish goodwill with the Customers and potential Customers, and vendors and suppliers, who provide products and services to or on behalf of the Company, or who receive products or services from the Company and that the Confidential Information constitutes a valuable asset of the Company or its Affiliates. Employee also acknowledges that he has developed relationships with Customers, potential Customers, vendors, suppliers, employees, contractors or potential contractors and consultants or potential consultants of the Company. Employee further acknowledges and agrees that the scope of the Restricted PeriodTerritory and Restricted Period is reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates. (ii) Accordingly, Employee agrees that during the Restricted Period Employee and each Affiliate of Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwisenot, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person anywhere in the Restricted Territory, (a) perform dutiesdirectly or indirectly, carry out activitieseither alone or in conjunction with any other Person, provide servicesconduct, or otherwise engage in, for render services or advice to, finance or participate or become interested in (in any manner, whether as manager, employee, officer, director, consultant, contractor, owner, partner or otherwise, or through equity ownership or other investment or financial interest) any company, enterprise, venture, entity, business or other Person (other than the Employee’s own benefit Company or for its Affiliates) that engages or proposes to engage in the benefit design, development, manufacture, production, distribution, marketing, installation or sale of any third partymercury removal products or business or related equipment, any Competing Business in the Restricted Territory (i) in a position supplies or capacity products, that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operatesare, in whole or in part, directly the same as, similar to, substitutes for or indirectly as a Competing Businesscompetitive with any of the Company’s products or services; provided however, this that the foregoing restriction shall not constitute apply to the ownership of less than one percent of the outstanding equity securities of a breach of Person having securities that are listed for trading on a national securities exchange, subject to the other restrictions and covenants in this Section 7.2Agreement.

Non-Competition. During In exchange for the Restricted Periodconsideration described above in Section 5.01, Employee agrees that during the Employment Period and for a period of six (6) months after the end of the Employment Period (unless his employment is terminated due to a Change in Control Termination with the right to receive payments and benefits under Article IV, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee shall not (and shall cause the Employee’s controlled affiliates not to) will not, directly or indirectly indirectly, either as an individual, proprietor, stockholder (including through the Employee’s respective controlled affiliates or otherwise, including other than as a directorholder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative employee or otherwise): a. work for, either for the Employee or for any other Person in the Restricted Territorybecome an employee of, (a) perform duties, carry out activitiesinvest in, provide services, consulting services to or otherwise in any way engage in, for the Employee’s own benefit or for the benefit of in any third party, any Competing Business in the Restricted Territory business which (i) is primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in this Section 5.02 and (ii) actually competes to a position or capacity that is substantial extent with the same or substantially similar Company; or b. provide, sell, offer to the position the Employee held atsell, lease, offer to lease, or the capacity in solicit any orders for any products or services which the Company provided and with regard to which Employee performed duties forhad direct or indirect supervision or control, within one (1) year preceding Employee’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive compete with the business of the Company), any Competing Business, or (ciii) acquire violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (through merger2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, stock purchase director, employee or purchase of all individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or substantially all individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. The geographical area within which the non-competition obligations and covenants of the assets Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company’s present offices, (ii) any of the Company’s present rig yards or otherwiserig operations and (iii) any additional location where the ownership ofCompany, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation, or any equity interest indefinitive plans to locate an office, any Person if the annual revenues of such Person from a Competing Business (rig operation or Competing Businesses) are more than five percent (5%), individually a rig yard or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)has recently conducted rig operations. Notwithstanding the foregoing, if the Employee holds a passive investment representing two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2territorial limitations extending into such other country.

Non-Competition. During (A) You acknowledge that your services to be rendered are of a special and unusual character and have a unique value to Nabi the Restricted Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value of the services, and because of the Employee shall not Confidential Information to be obtained by or disclosed to you, and as a material inducement to Nabi to enter into this Agreement and to pay to you the compensation referred to above and other consideration provided, you covenant and agree that you will not, during the term of your employment by Nabi and for a period of one (and shall cause the Employee’s controlled affiliates not to1) year after termination of such employment for any reason whatsoever, you will not, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territoryindirectly, (a) perform dutiesengage or become interested, carry out activitiesas owner, provide employee, consultant, partner, through stock ownership (except ownership of less than five percent of any class of securities which are publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise engage inotherwise, either alone or in association with others, in the operations, management or supervision of any type of business or enterprise engaged in any business which is competitive with any business of Nabi (a "Competitive Business"), (b) solicit or accept orders from any current or past customer of Nabi for the Employee’s own benefit products or services offered or sold by, or competitive with products or services offered or sold by, Nabi, (c) induce or attempt to induce any such customer to reduce such customer's purchase of products or services from Nabi, (d) disclose or use for the benefit of any third partyCompetitive Business the name and/or requirements of any such customer or (e) solicit any of Nabi's employees to leave the employ of Nabi or hire or negotiate for the employment of any employee of Nabi. (B) You have carefully read and considered the provisions of this Section and Section 8 and having done so, any Competing Business in agree that the Restricted Territory restrictions set forth (i) in a position or capacity that is the same or substantially similar including but not limited to the position time period of restriction and the Employee held at, or world wide areas of restriction) are fair and reasonable (even if termination is at our request and without cause) and are reasonably required for the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business protection of the Company)interest of Nabi, its officers, directors, and other employees. You acknowledge that upon termination of this Agreement for any Competing Businessreason, or (c) acquire (through mergerit may be necessary for you to relocate to another area, stock purchase or purchase of all or substantially all and you agree that this restriction is fair and reasonable and is reasonably required for the protection of the assets or otherwiseinterests of Nabi, its officers, directors, and other employees. (C) In the ownership ofevent that, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) any of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach provisions of this Section 7.2or Section 8 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 court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, said time period and/or areas of restriction shall be deemed to become, and thereafter be, the maximum time period and/or area which such court deems reasonable and enforceable. (D) With respect to the provisions of this Section, you agree that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section would cause irreparable injury to the aggrieved party, and that provisions of this Section 9 may be specifically enforced by injunction or similar remedy in any court of competent jurisdiction without affecting any claim for damages.

Non-Competition. During (a) Employee hereby agrees that, during the Restricted Periodperiod from the Commencement Date through the end of the first twelve (12) months after the cessation of Employee’s employment with the Company, Employee will not engage in “Competition” with the Company. For purposes of this Employment Agreement, Competition by Employee shall not (and shall cause the mean Employee’s controlled affiliates not to) engaging in, or otherwise directly or indirectly (including through the Employee’s respective controlled affiliates being employed by or otherwiseacting as a consultant or lender to, including as or being a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, managerstockholder, franchiseemember, franchisorowner or partner of, distributor, advisor, consultant, lender, representative or otherwise), either for permitting Employee’s name to be used in connection with the Employee or for activities of any other Person business or organization anywhere in the Restricted TerritoryWorld which primarily engages in the business of providing health care services or selling health care products in China (a “Competing Business”); provided, however, that, notwithstanding the foregoing, it shall not be a violation of this Section 5(a) for Employee to (ax) perform duties, carry out activities, provide services, become the registered or otherwise engage in, for the Employee’s own benefit or for the benefit beneficial owner of up to three percent (3%) of any third partyclass of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, any Competing Business in the Restricted Territory (i) in a position or capacity as amended, provided that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) does not otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, such corporation or (cy) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares work in a non-competitive business of a company listed which is carrying on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this the revenues of which represent less than 20% of the consolidated revenues of that company, or, as a result thereof, owning compensatory equity in that company. (b) Employee hereby agrees that, during the period from the Commencement Date through the end of the first twelve (12) months after the cessation of Employee’s employment with the Company, Employee will not solicit for employment or hire, in any business enterprise or activity, any employee of the Company who was employed by the Company during the Term; provided, the foregoing shall not constitute be violated by general advertising not targeted at Company employees nor by serving as a breach of this Section 7.2reference upon request.

Non-Competition. (i) During the Restricted Non-Compete Period, to the Employee extent permissible under California law, the Executive shall not (and shall cause the Employee’s controlled affiliates not to) not, directly or indirectly through an intermediary, (including through A) solicit or encourage any client or customer of the EmployeeEmployer or any Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s respective controlled affiliates action, to terminate, reduce or otherwise, including as alter in a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative manner adverse to the Employer or otherwise), either for any Company Affiliate any existing business arrangements with the Employee Employer or for any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide servicesperson or entity, or otherwise engage in, for the Employee’s own benefit or for the benefit of (B) provide services to any third party, any Competing Business in the Restricted Territory entity if (i) in a position or capacity that during the 12 months preceding such action more than 10% of the revenues of such entity and its affiliates is the same or substantially similar to the position the Employee held at, or the capacity in derived from any business from which the Employee performed duties for, Employer or any Company Affiliate derived more than 10% of its revenues during such period (such percentage determined on a pro forma basis for any business acquired during such 12 month period as if the Company, acquisition had occurred at the beginning of such 12 month period) (a “Material Business”) or (ii) in a position or capacity in which the Employee is likely services to use or disclose be provided by the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is Executive are competitive with a Material Business and substantially similar to those previously provided by the business of Executive to the Company)Employer or any Company Affiliate; provided, any Competing Businesshowever, that following a Change in Control, this Section 7(d)(i)(B) shall not apply to the Executive, or (cC) acquire own an interest in any entity described in subsection (through mergerB)(i) immediately above; provided, stock purchase however, that Executive may own, as a passive investor, securities 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 and does not otherwise violate any Company or purchase Company Affiliate policy applicable to Executive. For purposes of all this Section 7(d), a “client or customer” shall be limited to any actual borrower, customer or client of the Employer or any Company Affiliate (as set forth in the Employer’s CAM or substantially all of the assets similar successor or otherwiseother system) the ownership of, or and any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or other entity in the aggregate“term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or other system. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such Person’s or entity’s total consolidated annual sales (based on , and such entity shall acknowledge to the most recent full fiscal year revenues Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer and Company Affiliates, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of such person or entity). Notwithstanding the foregoing, if in the Employee holds a passive investment representing no more than two percent (2%) event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the issued covenant would be proper. (ii) If the restrictions contained in Section 7(d)(i) shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 7(d)(i) shall be modified to be effective for the maximum period of time for which it may be enforceable and outstanding shares over the maximum geographical area as to which it may be enforceable and to the maximum extent in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly all other respects as a Competing Business, this shall not constitute a breach of this Section 7.2to which it may be enforceable.

Non-Competition. During the Restricted PeriodEmployment Term and for a period equal to the time during which Executive receives severance payments for benefits pursuant to Section 2 of this Agreement or for a period of 12 months in the event the Executive is terminated without entitlement to severance benefits herein, the Employee Executive shall not (not, without the prior written permission of the Company, in the United States, its territories and shall cause the Employee’s controlled affiliates not to) possessions, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) engage in a position any activity or capacity business that is the same or substantially similar to the position work performed by Executive for the Employee held atCompany and/or of the same substantive competency or nature as the work performed by Executive for the Company, whether or not such engagement is as a consultant, independent contractor, agent, employee, officer, partner, director or otherwise, alone or for his own account or in association with any other person, corporation or other entity, for any Competitive Business (as defined below); (ii) directly or indirectly, hire or attempt to hire any person who was employed or retained by the capacity in which Company or its affiliates while the Employee performed duties for, Executive was employed by the Company, or (ii) in a position solicit, entice or capacity in which the Employee is likely encourage any such person to use terminate his or disclose her relationship with the Company’s confidential information ; or trade secrets (iii) solicit, interfere with, or endeavor to entice away from the Company or its affiliates any of their customers or sources of supply. However, nothing in this Agreement shall preclude the Executive from investing his personal assets in the securities of any Competitive Business if such securities are traded on behalf a national stock exchange and if such investment does not result in his beneficially owning, at any time, more than 1.0% of the publicly‑traded equity securities of such Competing competitor. “Competitive Business” shall mean any business or enterprise which (a) designs, sells, manufactures, markets and/or distributes still or sparkling spring or purified bottled water products or beverages, or office refreshment products, including coffee, in the home and office market, or (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected engages in any manner with (where such connection other business in which Company or its affiliates is competitive with involved at any time during the business 12‑month period immediately prior to the termination of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase Executive’s employment. For avoidance of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operatesdoubt, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach case of any conflict between the provisions of this Section 7.24 and the provisions of the Supplemental Policy, the provisions of the Supplemental Policy shall govern and determine the matter.

Non-Competition. During Because of the Restricted PeriodCompany’s legitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the Employment Term and for the twelve (12) months to run consecutively, beginning on the last day of the Employee’s employment with the Company, for any reason or no reason and whether employment is terminated at the option of the Employee or the Company, the Employee shall agrees and covenants not to engage in Prohibited Activity for any Competitor of the Company that carries on business within (and shall cause i) the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either state in which Employee primarily performs services for the Employee Company; (ii) all other states of the United States of America in which the Company provided goods or for any other Person in the Restricted Territoryservices, (a) perform duties, carry out activities, provide serviceshad customers, or otherwise engage in, for conducted business at any time during the two-year period prior to the date of the termination of Employee’s own benefit relationship with the Company; and (iii) any other countries from which the Company provided goods or for services, had customers, or otherwise conducted business at any time during the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar two-year period prior to the position date of the Employee held attermination of Employee’s relationship with the Company. 8.2.1. For purposes of this Section 8, or the capacity “Prohibited Activity” is activity in which the Employee performed duties forcontributes the Employee’s knowledge, the Company, directly or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operatesindirectly, in whole or in part, directly engages or indirectly as invests in, owns, manages, operates, finances, controls, or participates in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, lends the Employee’s name or any similar name to, lends Employee’s credit to or renders services or advice to, any business whose products or activities compete in whole or in part with the products or activities of the Company, including those engaged in the business of investment reporting and accounting. Prohibited Activity also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information. 8.2.2. This Section 8 does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a Competing Businessvalid order of a court of competent jurisdiction or an authorized government agency, this provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall not constitute a breach promptly provide written notice of any such order to the Company’s Chief Executive Officer. 8.2.3. For purposes of this Section 7.28, “Competitor” means any company for whom investment reporting, accounting, or analytics for institutional investors forms a material part of their business.

Non-Competition. During the Restricted PeriodA. Subject to Article 2. B. below, the Employee shall not (and shall cause the Employee, during Employee’s controlled affiliates not to) period of employment with ARAMARK, and for a period of two years following the voluntary or involuntary termination of employment, shall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly indirectly, associate with (including through the Employee’s respective controlled affiliates or otherwiseincluding, including but not limited to, association as a directorsole proprietor, officerowner, equityholderemployer, partner, consultantprincipal, employerinvestor, joint venturer, shareholder, associate, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisormember, consultant, lender, representative contractor or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, acquire or otherwise engage maintain ownership interest in, any Business which is competitive with that conducted by or developed for later implementation by ARAMARK at any time during the term of Employee’s own benefit or for the benefit of any third partyemployment, any Competing Business in the Restricted Territory provided, however, if Employee’s employment is (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Companyinvoluntarily terminated by ARAMARK for any reason other than Cause (as defined herein), or (ii) terminated by Employee for Good Reason (as defined in Exhibit A) at any time following a Change of Control (as defined in Exhibit A), then the term of the non-competition provision set forth herein will be modified to be one year following such termination of employment. For purposes of this Agreement, “Business” shall be defined as a person, corporation, firm, LLC, partnership, joint venture or other entity. Nothing in the foregoing shall prevent Employee from investing in a position Business that is or capacity becomes publicly traded, if Employee’s ownership is as a passive investor of less than 1% of the outstanding publicly traded stock of the Business. B. The provision set forth in Article 2.A above, shall apply to (i) all fifty states, and (ii) each foreign country, possession or territory in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, adviseARAMARK may be engaged in, or participate in the ownershiphave plans to engage in, management, operation or control of, or be connected in any manner with business (where such connection is competitive with the business x) during Employee’s period of the Company), any Competing Businessemployment, or (cy) acquire (through mergerin the case of a termination of employment, stock purchase or purchase of all or substantially all as of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues effective date of such Person from a Competing Business termination or at any time during the twenty-four month period prior thereto. C. Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of ARAMARK, and that enforcement of the provisions set forth in this Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%involuntary) of Employee’s employment with ARAMARK. Further, Employee acknowledges that the issued and outstanding shares provisions set forth in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly this Article 2 shall apply if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as a Competing Business, this shall not constitute a breach result of this Section 7.2the elimination of employee’s position; for performance-related issues; or for any other reason or no reason at all.

Non-Competition. During (A) You acknowledge that your services to be rendered are of a special and unusual character and have a unique value to Nabi the Restricted Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value of the services, and because of the Employee shall not Confidential Information to be obtained by or disclosed to you, and as a material inducement to ▇▇▇▇ to enter into this Agreement and to pay to you the compensation referred to above and other consideration provided, you covenant and agree that, during the term of your employment by ▇▇▇▇ and for a period of one (and shall cause the Employee’s controlled affiliates not to1) year after termination of such employment for any reason whatsoever, you will not, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territoryindirectly, (a) perform dutiesengage or become interested, carry out activitiesas owner, provide employee, consultant, partner, through stock ownership (except ownership of less than five percent of any class of equity securities which are publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise engage inotherwise, either alone or in association with others, in the operations, management or supervision of any type of business or enterprise engaged in any business which is competitive with any business of ▇▇▇▇ (a “Competitive Business”), (b) solicit or accept orders from any current or past customer of Nabi for the Employeeproducts or services offered or sold by, or competitive with products or services offered or sold by, Nabi, (c) induce or attempt to induce any such customer to reduce such customer’s own benefit purchase of products or services from Nabi, (d) disclose or use for the benefit of any third partyCompetitive Business the name and/or requirements of any such customer or (e) solicit any of Nabi’s employees to leave the employ of ▇▇▇▇ or hire or negotiate for the employment of any employee of Nabi. By way of clarification, a “Competitive Business” is not any Competing Business business or enterprise in the Restricted Territory (i) in health care industry; it is only a position business or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate enterprise in the ownership, management, operation or control of, or be connected in any manner with (where such connection health care industry that is competitive with the any business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)▇▇▇▇. Notwithstanding the foregoing, nothing contained in this Section 10A shall be deemed to prohibit you from being employed by or providing services to a Competitive Business following a “Change of Control” (as defined in the Change of Control Agreement) and termination of your employment if the Employee holds a passive investment representing no more than two percent nature of such employment or services do not compete with any business engaged in by ▇▇▇▇ immediately prior to the Change in Control. (2%B) of You have carefully read and considered the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach provisions of this Section 7.2and Section 9 and having done so, agree that the restrictions set forth (including but not limited to the time period of restriction and the world wide areas of restriction) are fair and reasonable (even if termination is at our request and without cause) and are reasonably required for the protection of the interest of ▇▇▇▇, its officers, directors, and other employees. You acknowledge that upon termination of this Agreement for any reason, it may be necessary for you to relocate to another area, and you agree that this restriction is fair and reasonable and is reasonably required for the protection of the interests of ▇▇▇▇, their officers, directors, and other employees. (C) In the event that, notwithstanding the foregoing, any of the provisions of this Section or Section 9 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 court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, said time period and/or areas of restriction shall be deemed to become, and thereafter be, the maximum time period and/or area which such court deems reasonable and enforceable. (D) With respect to the provisions of this Section, you agree that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section would cause irreparable injury to the aggrieved party, and that provisions of this Section 10 may be specifically enforced by injunction or similar remedy in any court of competent jurisdiction without affecting any claim for damages.

Non-Competition. During The Executive acknowledges and recognizes his possession of Confidential Information and acknowledges the Restricted Periodhighly competitive nature of the business of the Company and its franchisees and subsidiaries and accordingly agrees that, in consideration of the Employee shall not (premises contained herein, he or she will not, during the term of this Agreement, as from time to time extended, and shall cause for one year after the Employee’s controlled affiliates not to) directly date of termination of this Agreement, regardless of the reason for his or indirectly (including through the Employee’s respective controlled affiliates her termination, engage or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage invest in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, finance, control, advise, or participate in the ownership, management, operation operation, financing, or control of, be employed by, lend his or be connected in her name to, lend his or her credit to, or render services or advice to any manner with (where such connection is competitive business that competes with the business then being conducted by the Company or any of the Company), any Competing Businessits franchisees or subsidiaries, or (c) acquire (through mergerthat had been conducted by the Company or any of its franchisees or subsidiaries during the prior 12 months; provided, stock however, that the Executive may purchase or purchase otherwise acquire up to three percent of all any class of securities of any enterprise if such securities are listed on any national or substantially all of the assets regional securities exchange or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%have been registered under Section 12(g) of the issued and outstanding shares in a company listed on a recognized exchange that operatesSecurities Exchange Act of 1934, as amended. The Executive agrees that, in whole consideration of the premises contained herein, he or in partshe will not, during the term of this Agreement, as from time to time extended, and for one year after the date of termination of this Agreement, regardless of the reason for his or her termination, either individually or as an officer, director, stockholder, member, partner, agent, consultant or principal of another business firm, directly or indirectly as a Competing Businessindirectly, this shall not constitute a breach solicit any business of the type being carried on by the Company or any of its franchisees or subsidiaries during the term of this Section 7.2Agreement (or any business of a similar type) from any person or entity that was a customer of the Company or its franchisees or subsidiaries during the term of this Agreement.

Non-Competition. During (A) You acknowledge that your services to be rendered are of a special and unusual character and have a unique value to Nabi the Restricted Periodloss of which cannot adequately be compensated by damages in an action at law. In view of the unique value of the services, and because of the Employee shall not Confidential Information to be obtained by or disclosed to you, and as a material inducement to ▇▇▇▇ to enter into this Agreement and to pay to you the compensation referred to above and other consideration provided, you covenant and agree that, during the term of your employment by ▇▇▇▇ and for a period of one (and shall cause the Employee’s controlled affiliates not to1) year after termination of such employment for any reason whatsoever, you will not, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territoryindirectly, (a) perform dutiesengage or become interested, carry out activitiesas owner, provide employee, consultant, partner, through stock ownership (except ownership of less than five percent of any class of equity securities which are publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise engage inotherwise, either alone or in association with others, in the operations, management or supervision of any type of business or enterprise engaged in any business which is competitive with any business of ▇▇▇▇ (a “Competitive Business”), (b) solicit or accept orders from any current or past customer of Nabi for the Employeeproducts or services offered or sold by, or competitive with products or services offered or sold by, Nabi, (c) induce or attempt to induce any such customer to reduce such customer’s own benefit purchase of products or services from Nabi, (d) disclose or use for the benefit of any third partyCompetitive Business the name and/or requirements of any such customer or (e) solicit any of ▇▇▇▇’s employees to leave the employ of ▇▇▇▇ or hire or negotiate for the employment of any employee of Nabi. By way of clarification, a “Competitive Business” is not any Competing Business business or enterprise in the Restricted Territory (i) in health care industry; it is only a position business or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate enterprise in the ownership, management, operation or control of, or be connected in any manner with (where such connection health care industry that is competitive with the any business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)▇▇▇▇. Notwithstanding the foregoing, nothing contained in this Section 10A shall be deemed to prohibit you from being employed by or providing services to a Competitive Business following a “Change of Control” (as defined in the Change of Control Agreement) and termination of your employment if the Employee holds a passive investment representing no more than two percent nature of such employment or services do not compete with any business engaged in by ▇▇▇▇ immediately prior to the Change in Control. (2%B) of You have carefully read and considered the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach provisions of this Section 7.2and Section 9 and having done so, agree that the restrictions set forth (including but not limited to the time period of restriction and the world wide areas of restriction) are fair and reasonable (even if termination is at our request and without cause) and are reasonably required for the protection of the interest of ▇▇▇▇, its officers, directors, and other employees. You acknowledge that upon termination of this Agreement for any reason, it may be necessary for you to relocate to another area, and you agree that this restriction is fair and reasonable and is reasonably required for the protection of the interests of ▇▇▇▇, their officers, directors, and other employees. (C) In the event that, notwithstanding the foregoing, any of the provisions of this Section or Section 9 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 court of competent jurisdiction to exceed the maximum time period or areas such court deems reasonable and enforceable, said time period and/or areas of restriction shall be deemed to become, and thereafter be, the maximum time period and/or area which such court deems reasonable and enforceable. (D) With respect to the provisions of this Section, you agree that damages, by themselves, are an inadequate remedy at law, that a material breach of the provisions of this Section would cause irreparable injury to the aggrieved party, and that provisions of this Section 10 may be specifically enforced by injunction or similar remedy in any court of competent jurisdiction without affecting any claim for damages.

Non-Competition. During The Employee shall not, while employed by the Restricted Period, Company or: (a) for the two (2) year period following the termination of his/her employment if the Employee shall not initiated the termination; or (and shall cause b) for the Employee’s controlled affiliates not totwelve (12) month period following the termination of this employment if the Company initiated the termination, whether with or without Cause, directly or indirectly (including through the Employee’s respective controlled affiliates indirectly, either individually or otherwisein partnership or in conjunction in any way with any person or persons, including whether as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manageremployee, franchisee, franchisor, distributorconsultant, advisor, consultantshareholder, lenderdirector, representative guarantor, creditor or otherwise), either for the Employee or for in any other Person in manner whatsoever: (c) solicit, interfere with or endeavour to entice away from the Restricted TerritoryCompany or its affiliates, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of accept any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, business from or the capacity in which the Employee performed duties forpatronage of or render any service to, sell to or contract or attempt to contract with any person, firm or corporation who was a client, customer or supplier of the Company, its affiliates or (ii) in associates or a position prospective client, customer or capacity in which the Employee is likely to use or disclose supplier of the Company’s confidential information , its affiliates or trade secrets associates with whom the Company, its affiliates or associates have had any dealing, to or on behalf of the extent that such Competing Businessbusiness, (b) otherwise ownpatronage, manage, operate, control, adviseservice, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection contract is competitive with the business of the Company); (d) offer employment to or endeavour to entice away from the Company or its affiliates, any Competing Businessperson employed by the Company or its affiliates at the date of the termination of his/her employment, or who was so employed at any time during the previous twelve (c12) acquire month period or interfere in any way with the employment relationship between any such employee and the Company or its affiliates; or (through mergere) engage in, stock purchase carry on or purchase of all otherwise be concerned with or substantially all of have any interest in, or advise, lend money to, guarantee the assets debts or otherwise) the ownership obligations of, permit his/her name, or any equity part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or concerned with or having any interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole business which is the same as or in part, directly substantially the same as or indirectly as a Competing competes with the Company's business (Competitive Business, this shall not constitute a breach of this Section 7.2).

Non-Competition. During the Restricted PeriodExcept as set forth in this Section 13, the Employee Shareholder agrees that, to assure that Parent will retain the value of the business of the Company and the Company Subsidiaries as a "going concern," for a period of five years beginning on the earlier of the Effective Time or the Option Closing, the Shareholder shall not (and shall cause the Employee’s controlled affiliates not to) not, directly or indirectly (including indirectly, through one or more affiliates, engage or have an interest, anywhere in the United States or Europe, alone or in association with others, as partner or stockholder or through the Employee’s respective controlled affiliates investment of capital, lending of money or property, or otherwise, including in any business that competes with the products and services provided by the Company or any Company Subsidiary as of such date; provided, however, that it shall not be a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either violation of this Section 13 for the Employee Shareholder or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory its affiliates to (i) invest in a position or capacity that is securities representing less than 10 percent of the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties foroutstanding capital stock of any Person, the Companysecurities of which are publicly traded or listed on any securities exchange or automated quotation system, or (ii) invest in, own an interest in or acquire, in a position single transaction or capacity in which series of transactions, all or a majority of the Employee is likely to use equity interests in, or disclose assets of, any Person that did not derive at least 25 percent of its consolidated net revenue during its last completed fiscal year from any business that competes with the Company’s confidential information products and services provided by the Company or trade secrets to any Company Subsidiary as of the date referenced above. During the three years beginning on the earlier of the Effective Time or the Option Closing, the Shareholder shall not, directly or indirectly, through one or more affiliates, on behalf of such Competing Businessitself or any other Person, (bi) recruit or otherwise own, manage, operate, control, advise, solicit or participate in the ownership, management, operation or control induce any person who is an employee of, or be connected in otherwise engaged by, Parent, the Company or any manner Company Subsidiary or any of their successors to terminate his or her employment or other relationship with Parent, the Company or any Company Subsidiary or (where ii) offer employment to or employ a person who is at that time an employee (other than secretarial or clerical employees) of Parent, the Company or any Company Subsidiary or who was such connection is competitive with the business an employee within two years of the Company)time of such offer of employment. The foregoing shall not, any Competing Businesshowever, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of prohibit the assets or otherwise) the ownership of, Shareholder or any equity interest in, of its affiliates from publishing any Person if the annual revenues general public solicitation of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2employment opportunities.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Restricted Company, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute less than a five percent (5%) interest in such entities, and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (b) In addition, the Employee Executive agrees that, for a period of six (6) months after the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (and shall cause the Employee’s controlled affiliates not to1) own, either directly or indirectly (including or through the Employeeor in conjunction with one or more members of his or his spouse’s respective controlled affiliates family or otherwisethrough any trust or other contractual arrangement, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), individually to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) Business of the issued Company or any of its Subsidiaries or with and outstanding shares to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for six (6) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that he will not, directly or indirectly, as a company listed on sole proprietor, member of a recognized exchange that operatespartnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly as a Competing Businessindirectly, this shall not constitute a by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 7.217 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 17 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Restricted Company, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute less than a five percent (5%) interest in such entities, and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (b) In addition, the Employee Executive agrees that, for a period of six (6) months after the end of the Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company in failing to pay to the Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, in which event the following shall be inapplicable), the Executive shall not (and shall cause the Employee’s controlled affiliates not to1) own, either directly or indirectly (including or through the Employee’s respective controlled affiliates or otherwisein conjunction with one or more members of his or his spouse's family or through any trust or other contractual arrangement, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive's employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive's employment at the Company; provided, however, that employment or service as a consultant, agent or representative shall not be subject to the foregoing limitation in this Section 18(b) to the extent that such employment or service would not be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (c) Executive further agrees, for twelve (12) months following the end of the Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described in Section 12(b) above), individually to refrain from directly or indirectly soliciting or hiring the Company's collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) Business of the issued Company or any of its Subsidiaries or with and outstanding shares to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described in Section 12(b) above), that he will not, directly or indirectly, as a company listed on sole proprietor, member of a recognized exchange that operatespartnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive's employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive's termination of employment and who was solicited or serviced, directly or indirectly as a Competing Businessindirectly, this shall not constitute a by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 7.218 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 18 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. 14.1 The Executive shall be prohibited from disclosing to anyone (except to the extent reasonably necessary to perform the Executive's duties hereunder) any confidential information concerning the business or affairs of the Company or the Company's subsidiaries or affiliates which the Executive may have acquired in the course of and as incident to his employment or prior dealings with the Company or the Company's subsidiaries or affiliates, including, without limitation, client lists, business or trade secrets, or methods or techniques used by the Company or the Company's subsidiaries or affiliates in or about its business. The obligation in this subsection 14.1 survives the expiration or earlier termination of this Agreement. 14.2 During the Restricted PeriodTerm of this Agreement and for a period of six (6) months after the expiration or earlier termination hereof, the Employee shall not Executive will not: (and shall cause a) influence or attempt to influence any employee of the Employee’s controlled Company or the Company's subsidiaries or affiliates not toto terminate his or her employment with the Company or the Company's subsidiaries or affiliates; (b) influence or attempt to influence any person or persons, firm, association, syndicate, partnership, company, corporation or other entity that is a contracting party with the Company or the Company's subsidiaries or affiliates as of the date of this Agreement or at any time during the Term of this Agreement, to terminate any written or oral agreement with the Company or the Company's subsidiaries or affiliates; (c) employ or solicit employment elsewhere of any employee or consultant of the Company or the Company's subsidiaries or affiliates; and (d) directly or indirectly (including through the Employee’s respective controlled affiliates indirectly, individually or otherwisewith others, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, design, construct, renovate, operate, control, advisebe employed by, or participate in the ownershipin, managementsolicit any business from, operation or control ofperform consulting services for, or be connected in any manner to any business in competition with (where such connection is Company, or any other business similar to, or competitive with with, the business of the Company or the Company)'s subsidiaries or affiliates, in any Competing Businessarea. 14.3 The Executive hereby acknowledges that: (a) the respective times, area and scope of activities agreed to in subsections 14.1 and 14.2, above, are reasonable in scope and necessary for the protection of the business, competitive ability, and good will of the Company; (b) since it is the understanding and desire of the parties hereto that the covenants contained in subsections 14.1 and 14.2, above, be enforced to the fullest extent possible, should any particular provision of such covenant be deemed invalid, overly broad, or unenforceable, such provision shall be deemed amended to delete therefrom the objectionable portion, the deletion shall apply only with respect to the operation of such provision, and the amended portion shall be enforced to the fullest extent allowed; (c) acquire To the extent a provision is deemed unenforceable by virtue of its scope, but may be made enforceable by limitation thereof, such provision shall be enforceable only to the extent permissible; and (through merger, stock purchase or purchase of all or substantially all d) The Executive's obligation and undertaking provided for in this Section 14 shall continue beyond the termination of the assets or otherwise) Executive's relationship with the ownership of, or any equity interest in, any Person if Company in accordance with the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2terms hereof.

Non-Competition. During (a) Except with the Restricted prior written consent of Buyer, for a period of four years following the Closing Date (the “Restriction Period”), the Employee Seller shall not (not, and shall cause its current and future controlled Affiliates and the Employee’s other members of the Seller Group (Seller together with its current and future controlled affiliates Affiliates and the other members of the Seller Group, the “Restricted Entities”) not to) , directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territoryindirectly, (a) perform dutiesown, carry out activitiesoperate, provide servicesmanage, invest in (other than indirect, passive investments constituting ownership of not more than 10% of any Person (together with its Affiliates) that operates a Competing Business), or otherwise engage infinance a business that competes with the Business (as such Business is conducted or planned to be conducted prior to the date of this Agreement or the Closing Date) or (b) design, for the Employee’s own benefit develop, research, make or for the benefit of any third partysell Competing Products, any Competing Business in each case, anywhere in the world (such business, as so conducted, a “Competing Business”). (b) Notwithstanding the foregoing, nothing in this Section 5.10 will prohibit any Restricted Territory Entity from: (i) in a position purchasing or capacity that is otherwise acquiring, by merger, purchase of assets, stock or equity interests or otherwise, and continuing to operate any Person or business the same or substantially similar to acquisition of which would otherwise cause non-compliance with Section 5.10(a) so long as not more than the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, lesser of (A) $100,000,000 or (iiB) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business 15% of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person or business for the four fiscal quarters preceding the date of execution of a definitive agreement with respect thereto, in either case is derived from the Competing Business (a “De Minimis Business” and such acquisition, an “Acquisition”); provided, a Restricted Entity may purchase or otherwise acquire, by merger, purchase of assets, stock or equity interests or otherwise, and continue to operate any Person or business that is not a De Minimis Business so long as the Restricted Entity divests, within 12 months after the closing of the Acquisition (regardless of whether such 12-month period ends during or after the Restriction Period), or effects a Wind-Down of such portion of any such Person or business that is a Competing Business (regardless of whether such Wind-Down would be completed during or after the Restriction Period); (ii) acquiring or owning any class of security of any Person regardless of whether such Person engages in a Competing BusinessesBusiness provided that ownership of such securities (directly, indirectly or upon conversion) are more is less than five percent (5%), individually or in the aggregate, % of such class of securities of such Person’s ; and (c) The restrictions set forth in this Section 5.10 shall not apply to any third Person (a “Competing Acquiror”) or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues any of such person Competing Acquiror’s current or entityfuture Affiliates that acquires, via a merger or business combination, the equity of any member of the Seller Group, or otherwise acquires the equity of a member of the Seller Group (a “Competing Acquisition”). Notwithstanding the foregoingforegoing provisions of this Section 5.10(c), if after such acquisition by the Employee holds a passive investment representing no more than two percent Competing Acquiror, the restrictions set forth in Section 5.10(a) shall continue to apply to any and all Restricted Entities. (2%d) None of the issued following shall be a violation of this Section 5.10: (x) the sale, distribution, license, fulfillment or other disposition, or any research, development, design, manufacture, procurement, provision, use, testing, marketing, configuration, qualification, installation, integration, support, or other commercialization and outstanding shares use (the foregoing collectively, “Exploitation”), by any member of the Seller Group of products, technology, service or support that are not in a company listed on a recognized exchange that operates, the Competing Business (collectively “Non-Competing Products”) to Person(s) who are engaged in whole or in part, directly or indirectly as a Competing Business, including the Exploitation of Non-Competing Products for use or integration with products or technology that are in Competing Businesses, or (y) the prosecution of any Intellectual Property Right not included in the Transferred Assets. (e) Buyer and Seller intend that this covenant shall not constitute be deemed a breach series of separate covenants, one for each and every county of each and every state of the United States and each and every political subdivision of each and every country outside the United States where this provision is intended to be effective. Each Seller Party acknowledges that the provisions of this Section 7.25.10 are reasonable in terms of duration, scope and geographic area and are necessary to protect the goodwill of the Business and the substantial investment in the Business made by Buyer hereunder. Each Seller Party further acknowledges and agrees that the provisions of this Section 5.10 are being entered into by it in connection with the sale by the Seller Parties of the Acquired Assets and the goodwill of the Business pursuant to this Agreement.

Non-Competition. During As a material inducement for Buyer to enter into this Agreement and to consummate the Restricted PeriodTransaction, Seller hereby covenants and agrees that during the Employee period beginning on the Closing Date and ending on the third (3rd) anniversary of the Closing Date, Seller shall not (and shall cause the Employee’s controlled affiliates its Subsidiaries not to) ), directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including as a director, officer, equityholderproprietor, partner, consultantshareholder or member, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative individually or otherwise), either for the Employee jointly or for on behalf of or in concert with any other Person in the Restricted TerritoryPerson, (a) perform duties, carry out activities, provide services, or otherwise engage in, for in any wireless mobile business within the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory Wireless Network Coverage Area (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such “Competing Business, ”) or (b) otherwise owncompile, manage, operate, control, advise, create or participate use for the purpose of selling wireless mobile merchandise or services within the Wireless Network Coverage Area in the ownership, management, operation or control of, or be connected in any manner connection with (where such connection is competitive with the business of the Company), any a Competing Business, or sell, transfer or otherwise convey to any Third Party, a list of customers who purchased, leased or used any Sprint PCS Products and Services (cas defined in the Management Agreement). Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates shall be prohibited from (A) acquire acquiring or owning (through by way of merger, stock purchase or purchase of all or substantially all of the assets consolidation, asset sale or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than up to five percent (5%), individually ) in the aggregate of the outstanding stock of any corporation that is engaged in a Competing Business and publicly traded on a national securities exchange or in the aggregateover the counter market, or up to five percent (5%) in the aggregate of a private entity that is engaged in a Competing Business in each case through passive investments or (B) acquiring or owning any Person, asset or business (by way of merger, consolidation, asset sale or otherwise) that is engaged in a Competing Business (and thereafter engaging in such Competing Business) so long as the revenues attributable to such Competing Business at the time of such Person’s or entity’s total consolidated annual sales acquisition constitute less than twenty-five (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (225%) of the issued aggregate revenues of such Person, assets or business. Further, notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 5.14 shall not apply to, and outstanding shares in a company listed on a recognized exchange that operates“Competing Business” shall not include any products or services delivered utilizing fixed wireless networks, cable networks, fiber networks or wireline networks, in whole each case, whether now or in partthe future or the Seller’s cell towers segment. Further, directly or indirectly as a Competing Businessnotwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 5.14 shall not constitute apply outside of the Wireless Network Coverage Area or to any Third Party (including such Third Party’s Affiliates other than Seller and its Subsidiaries) that acquires (by way of merger, consolidation, asset sale or otherwise) Seller, any of its Affiliates or any of their respective assets or businesses. The Parties acknowledge and agree that the restrictive covenants contained in this Section 5.14 are reasonable in duration and geographic scope and protect a breach valid business interest of Buyer and its Affiliates. The Parties recognize that irreparable damage will result to Buyer and its Affiliates from any violation of this Section 7.25.14 and that the extent of such damage would be difficult if not impossible to calculate. Accordingly, the Parties expressly agree that, in addition to any and all other remedies available to Buyer and any of its Affiliates for any such violation, any of them shall have the right to the remedies set forth in Section 12.6. The existence of any Proceeding by Seller against Buyer, whether predicated on the Management Agreement or otherwise, is not a defense to Buyer’s enforcement of this Section 5.14. Notwithstanding anything contained herein to the contrary, and if and only if a provision of this type contained in this Section 5.14 is enforceable in the jurisdiction in question, if any one or more of the provisions contained in this Section 5.14 is for any reason held to be excessively broad as to duration, geographical scope, activity or subject, such provisions will be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law in such jurisdiction as it then appears.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Restricted Company, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute less than a five percent (5%) interest in such entities, and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (b) In addition, the Employee Executive agrees that, for a period of six (6) months after the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), the Executive shall not (and shall cause the Employee’s controlled affiliates not to1) own, either directly or indirectly (including or through the Employeeor in conjunction with one or more members of his or his spouse’s respective controlled affiliates family or otherwisethrough any trust or other contractual arrangement, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), individually to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) Business of the issued Company or any of its Subsidiaries or with and outstanding shares to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated by the Company without Cause, or by the Executive for Good Reason, in which event the following shall be inapplicable), that he will not, directly or indirectly, as a company listed on sole proprietor, member of a recognized exchange that operatespartnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly as a Competing Businessindirectly, this shall not constitute a by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 7.218 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 18 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. During If during the Restricted PeriodEmployment Period the Executive’s employment is terminated at a time and in a manner which would entitle the Executive to receive the payment set forth under Section 6(a)(i) of this Agreement and Executive accepts and receives such payment under Section 6(a)(i), then for a period ending on the Employee first anniversary of the date of LEGAL02/21751871v13 receipt of such payment, but in no event a period that exceeds fourteen months from the date of termination, Executive agrees that without the written consent of the Company, Executive shall not (and shall cause the Employee’s controlled affiliates not to) not, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in within the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory : (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, engage or participate in the ownershipin, managementbecome employed by, operation or control serve as a director of, or be connected render advisory or consulting or other services in any manner with (where such connection is competitive with the business of the Company)with, any Competing Competitive Business; provided, however, that after Executive’s termination, this Section 11(c) shall not preclude Executive from (A) being an employee of, or consultant to, any business unit of a Competitive Business if (1) such business unit does not qualify as a Competitive Business in its own right and (2) Executive does not have any direct or indirect involvement in, or responsibility for, any operations of such Competitive Business that cause it to qualify as a Competitive Business, or (cB) acquire (through merger, stock purchase or purchase of all or substantially all with the approval of the assets or otherwise) the ownership Company, being a consultant to, an advisor to, a director of, or an employee of a Competitive Business; or (ii) make or retain any financial investment, whether in the form of equity interest inor debt, or own any Person interest, in any Competitive Business; provided, however, that nothing in this subsection (ii) shall, however, restrict Executive from making an investment in any Competitive Business if such investment does not (A) represent more than 1% of the annual revenues aggregate market value of the outstanding capital stock or debt (as applicable) of such Person from a Competing Business Competitive Business, (B) give Executive any right or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in partability, directly or indirectly as a Competing indirectly, to control or influence the policy decisions or management of such Competitive Business, or (C) create a conflict of interest between Executive’s duties to the Company and its affiliates or under this shall not constitute a breach of this Section 7.2Agreement and his or her interest in such investment.

Non-Competition. During Seller and its subsidiaries will not for a period of five years following the Restricted Closing (the "Non-Competition Period"), without the express written consent of the Company, directly or indirectly, in any geographic area where the Company conducts business during the Non-Competition Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) engage or participate in a position or capacity that is the same or substantially similar to the position the Employee held atfollowing businesses: (1) scholastic yearbook publishing, (2) specialty publishing, featuring sports, gardening, health and other special interests, or (3) reunion services providing event planning services of school alumni (the capacity "Company Business"); (ii) request, induce, attempt to influence or have any other business contact with any Company Business customers or potential customers which have been in which contact with the Employee performed duties forCompany, to curtail or cancel any business they may transact with the Company; (iii) solicit for employment or employ an officer, director, or employee earning in excess of $75,000 of the Company, or any subsidiary thereof to become an officer, director or employee of Seller or its Affiliates; (iiiv) in a position request, induce, attempt to influence or capacity in which the Employee is likely have any other business contact with any distributor or supplier of goods or services to use or disclose the Company’s confidential information , to curtail or cancel any business they may transact with the Company; (v) request, induce, attempt to influence or have any other business contact with any Governmental Authority to terminate, revoke or materially and adversely alter or impair any Permit held, owned, used or reserved for the Company or (vi) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of the Company or any trade secrets name used by it. For purposes of this Section 6.9, Seller shall be deemed to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, engage or participate in the ownershipa business if it, managementdirectly or indirectly, operation engages in, owns, manages, operates, controls or control of, or be connected substantially invests in any manner with (where such connection is competitive with business engaged in the business of the Company)Company Business; provided, any Competing Businesshowever, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, that Seller or any equity interest in, subsidiary may invest in the securities of any Person enterprise if (x) such securities are publicly traded and (y) Seller or any subsidiary does not beneficially own (as defined in Rule 13d-3 promulgated under the annual revenues Securities Exchange Act of such Person from a Competing Business (or Competing Businesses1934) are more than five percent (in excess of 5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues outstanding equity of such person or entity)enterprise. Notwithstanding Seller is entering into the foregoingforegoing covenant to induce Buyer to consummate the transactions contemplated by this Agreement, if including the Employee holds a passive investment representing no more than two percent (2%) transfer of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach goodwill of this Section 7.2the Company.

Non-Competition. During the Restricted PeriodEmployee agrees that, the Employee shall not (and shall cause the during Employee’s controlled affiliates employment with Employer and for a period of three (3) years thereafter, whether Employee leaves voluntarily or involuntarily: (a) Employee will not to) directly or indirectly (including through the any person or entity acting on Employee’s respective controlled behalf, solicit any of the customers of Employer or Employer’s affiliates (the “Employer Entities”) for the purpose of selling any service or otherwiseproduct similar to those provided by the Employer Entities or in any manner attempt to induce any of the Employer Entities’ customers or suppliers to withdraw, including reduce or divert any of their business from any Employer Entity or otherwise interfere or attempt to interfere with any business relationship between any of the Employer Entities and its customers or suppliers. For the purposes of this Section 7(a), customers shall mean: (i) any client, account or customer of the Employer Entities that has transacted any business with or been contacted by any Employer Entity within the twelve (12) months preceding the date hereof; and (ii) any other client, account or customer of any Employer Entity that has done business with any Employer Entity within two (2) years of the date of such separation or termination; (b) Employee will not in any manner induce or attempt to induce any of the employees of any Employer Entity to leave the employment of such Employer Entity to become associated with any business operation engaged in the air cargo or air freight business; or (c) Employee will not become employed by (as a director, an officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchiseedirector, franchisoremployee, distributor, advisor, consultant, lender, representative consultant or otherwiseindependent contractor), either for the Employee invest in or for provide financing to any other Person business or business operation, segment or division engaged in the Restricted Territoryair cargo, (a) perform dutiesair freight, carry out activities, provide services, aircraft maintenance or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2aircraft parts brokering business.

Non-Competition. During At all times during the Restricted Employment Period and for a period of one (1) year after expiration or termination of the Employment Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including other than as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit result of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is termination by the same or substantially similar Corporation without cause (pursuant to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, Section 4.2) or (ii) by the Executive for Good Reason (as defined in a position Section 5.2(b) hereof): (a) the Executive will not, directly or capacity in which indirectly, either individually or as owner, partner, agent, employee, consultant or otherwise, except for the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or account of and on behalf of such Competing Businessthe Corporation or its subsidiaries or affiliates, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected engage in any manner with (where such connection is activity competitive with the business of the Company)Corporation or its subsidiaries or affiliates; (b) the Executive will not, directly or indirectly, solicit or otherwise attempt to establish for himself or any person, firm or entity, other than the Corporation or its subsidiaries or affiliates, any Competing Businessbusiness relationship with any person, firm or corporation which was, at the time of termination of the Employment Period, a customer of the Corporation or one of its subsidiaries or affiliates, but only to the extent such business relationship would be competitive with the business of the Corporation or its subsidiaries or affiliates; or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in partExecutive will not, directly or indirectly indirectly, either individually or as owner, agent, employee, consultant or otherwise, except for the account of and on behalf of the Corporation or its subsidiaries or affiliates, solicit or otherwise attempt to establish for himself or any other person, firm or entity, any employment, agency, consulting or other relationship with any person (except any person with whom the Executive had a business relationship prior to his employment with the Corporation hereunder, other than solely through his previous affiliation with the Corporation as a Competing Business, this shall not constitute a breach director) who was an employee of this Section 7.2the Corporation or its subsidiaries or affiliates at any time within one year before termination or expiration of the Employment Period.

Non-Competition. During the Restricted Period(a) In addition to and without prejudice to any other Transaction Document, the Employee shall not Founder undertakes to the Investors that commencing from the date of this Agreement until twenty four (and shall cause 24) months after the Employee’s controlled affiliates not to) directly or indirectly date he ceases to be employed by any Group Company (including through the Employee’s respective controlled affiliates or otherwise, including as a directorconsultant) or beneficially or legally own any shares or securities of any Group Company, officerwhichever is later, equityholderhe will not, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise)without the prior written consent of all the Investors, either for the Employee on his own account or for through any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide servicesof his Affiliates, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to conjunction with or on behalf of any other Person: (i) carry out, be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee, partner, agent, or consultant in any business in direct competition with, or otherwise related to, any business relating to the Business engaged by any Group Company; (ii) solicit or entice away or attempt to solicit or entice away from any Group Company, any Person, firm, company or organization who is a customer, client, representative, agent, correspondent, employee, contractor or consultant of such Competing BusinessGroup Company or in the habit of dealing with such Group Company. Each undertaking in this Section 11.2(a) shall be treated as independent of the other undertakings so that, if any of them is held to be invalid or unenforceable for any reason, the remaining undertakings shall be valid to the extent that they are not affected. The Founder hereby expressly acknowledges and declares that he has duly considered the undertakings set out in this Section 11.2(a) and considers that they are reasonable in the circumstances and warrants and undertakes to the Investors that he shall not challenge or query the validity and enforceability of these undertakings. (b) otherwise ownDuring the period commencing from the date of this Agreement until twenty four (24) months after the date that he ceases to be employed by any Group Company (including as a consultant) or beneficially or legally own any shares or securities of any Group Company, managewhichever is later, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in event any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, entity directly or indirectly as a Competing Businessestablished or managed or Controlled by the Founder, this engages or will engage in any business which directly competes with the Business engaged by any Group Company including without limitation, the used car auction business and the used car B2C e-commerce business, the Founder shall not constitute a breach and shall cause such entity to disclose any relevant information to the Investors upon request and transfer such lawful business to the Company or any Subsidiary designated by the Company immediately at no consideration, free from any Encumbrance and in accordance with Applicable Laws, to the satisfaction of this Section 7.2the Preferred Directors.

Non-Competition. During As described in Section 13(a) above, the Company will provide Executive with confidential information during the term of this Agreement. In exchange for the provision of this confidential information, and as a part of and aid to the enforcement of Executive’s obligations to keep such information confidential, Executive agrees that during the Restricted Period, the Employee shall not Executive will not, within or with respect to the geographical area of the United States, Canada, and any of the other states, provinces or territories within the United States or Canada and any other country, territory, province or state in which the Company operates (and shall cause including by contracting with customers or suppliers) or could reasonably be anticipated to operate during the EmployeeRestricted Period (the “Restricted Area”), except in the furtherance of the Company’s controlled affiliates not to) Business directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, permit the Executive’s name to be used by, provide services for, or in any manner engage in (x) any business (including through by the Employee’s respective controlled affiliates Executive or otherwisein association with any Person) that creates, including designs, invents, engineers, develops, sources, markets, manufactures, distributes or sells any product or provides any service in or into the Restricted Area that may be used as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either substitute for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose competes with either the Company’s confidential information Business or trade secrets any product or service of the Company carried out during the period commencing two (2) years prior to the date hereof and ending on the date of termination of the Restricted Period or contemplated during such period to be carried out by the Company or any of its Affiliates, (y) any business (including by the Executive or in association with any Person) that provides services or products to any current or former customer of the Company or its Affiliates that are similar to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the services or products provided by the Company or its Affiliates to such current or former customers or (z) any activity that is in competition with the Company’s Business or any other business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, Company or any equity interest inof its Affiliates; provided that nothing in this Section 13(d) shall be deemed to diminish, amend, affect or otherwise modify any Person if the annual revenues of such Person from a Competing Business (other non-competition agreement or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based covenant binding on the most recent full fiscal year revenues of such person or entity)Executive. Notwithstanding Nothing in this Section 13(d) shall prohibit the foregoing, if the Employee holds a passive investment representing Executive from owning securities having no more than two percent (2%) % of the issued and outstanding shares voting power of any publicly traded competitor, or participating as a passive investor in a private investment fund so long as such Executive does not have any active or managerial roles with respect to such investment, and such private investment fund does not own more than 2% of any publicly traded company listed on a recognized exchange that operates, engaged in whole or in part, directly or indirectly as a Competing the Company’s Business, this shall not constitute a breach of this Section 7.2.. 9

Non-Competition. (a) During the term of this Agreement and (other than with respect to clause (i) below), for one year thereafter (the "Restricted Period"), the Employee shall not (and shall cause not, without the Employee’s controlled affiliates not to) written consent of the Company, directly or indirectly indirectly, (including through the Employee’s respective controlled affiliates i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for any business which is conducted in any of the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity jurisdictions in which the Employee performed duties for, the Company, or (ii) in a position or capacity in 's business is conducted and which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of conducted by the Company); provided, any Competing Business, or (cthat this Section 8(a)(i) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if shall not prohibit the Employee holds from purchasing or owning as a passive investment representing no more than two up to three percent (23%) of the issued and outstanding shares in capital stock of a company which is listed or authorized for trading on any national securities exchange, Nasdaq or the OTC Electronic Bulletin Board or is a recognized exchange company with a class of securities registered under Section 12 of the Securities Act of 1934, as amended; (ii) for the Employee's own account or for the account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, accounts, brokers, representatives or agents or (B) contact, telephone, meet, solicit or transact any business with any material customer, account or supplier of the Company who or which transacts or has transacted business with the Company at any time during the term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of the Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such offer or solicitation. (b) Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such violation, including but not limited to any injunctive or other equitable relief or the recovery of damages from the Employee. (c) The Employee acknowledges that operatesthe covenants contained in this Section 8 are fair and reasonable in order to protect the Company's business and were a material and necessary inducement for the Company to agree to the terms of this Agreement. The Employee further acknowledges that any remedy at law for any breach or threatened or attempted breach of the covenants contained in this Section 8 may be inadequate and that the violation of any of the covenants contained in this Section 8 will cause irreparable and continuing damage to the Company. Accordingly, the Company shall be entitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder, including without limitation an order restraining any further violation of such covenants, or any other relief a court might award, without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security, and that such injunctive relief shall be cumulative and in whole addition to any other rights or remedies to which the Company may be entitled. The covenants in partthis Section 8 shall run in favor of the Company and its successors and assigns. (d) In case any one or more of the terms or provisions contained in this Section 8 shall for any reason be held invalid, directly illegal or indirectly as a Competing Businessunenforceable, this such invalidity, illegality or unenforceability shall not constitute a breach affect any other terms or provisions hereof, but such term or provision shall be deemed modified or deleted as or to the extent required by applicable law, and such modification or deletion shall not affect the validity of the other terms or provisions of this Section 7.28. In addition, if any one or more of the restrictions contained in this Section 8 shall for any reason be held to be unreasonable with regard to time, duration, geographic scope or activity, the parties contemplate and hereby agree that such restriction shall be modified and shall be enforced to the full extent compatible with applicable law. The parties hereto intend that the covenants contained in this Section 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (e) The provisions of this Section 8 shall survive the termination of this Employment Agreement. (f) Notwithstanding the foregoing provisions of this Section 8, if the employment of Employee is terminated for other than "for cause" as defined in Section 9(a) of the Agreement or if the Company materially breaches the provisions of the first, second or fourth sentence of Section 3(a) or Section 3(b) of this Agreement, Employee shall not be subject to any of the restrictive covenants set forth in Section 8(a)(ii) and 8(a) (iii) for any period after termination of this Agreement.

Non-Competition. (a) During the Restricted period during which Executive is employed hereunder and, at the Company's option and subject to the Company continuing to pay the Executive all salary and benefits paid to him in the year preceding his termination, during the one-year period following such termination (the "Non-Competition Period"): (i) the Executive will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor of the Company or any of its Affiliates in any way that will or may injure an interest of the Company or any of its Affiliates in its relationship and dealings with existing or potential customers or clients, or solicit or encourage any other executive of the Company or any of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates or inconsistent with the interest of the Company or any of its Affiliate's interests or in violation of any provision of this Agreement; (ii) the Executive will not solicit, divert or take away, or attempt to divert or to take away, the Employee shall business or patronage of any of the clients, customers, dealers, distributors, representatives or accounts, or prospective clients, customers, dealers, distributors, representatives or accounts, of the Company or its Affiliates which were contacted, solicited or served by employees of the Company while the Executive was employed by the Company; (iii) the Executive will not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, stockholder, officer, equityholderExecutive, partnermanager, consultant, employerindependent contractor, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative advisor or otherwise), either for the Employee or for any other Person ) engage in the Restricted Territory, (a) perform duties, carry out activities, provide servicescompetition with, or otherwise engage own any interest in, for the Employee’s own benefit perform any services for, participate in or for the benefit of any third party, any Competing Business in the Restricted Territory be connected with (i) any business or organization which engages in a position competition with the Company or capacity that any of its Affiliates in the United States or any other geographical area where any business is presently carried on by the same Company or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Companyany of its Affiliates, or (ii) any business or organization which engages in a position competition with the Company or capacity any of its Affiliates in which any geographical area where any business shall be hereafter, during the Employee is likely to use or disclose period of the Executive's employment by the Company’s confidential information , carried on by the Company or trade secrets to any of its Affiliates, if such business is being carried on by the Company or on behalf any of its Affiliates in such Competing Business, geographical area during the Non-Competition Period; and (biv) otherwise own, manage, operate, control, advisethe Executive will not directly or indirectly solicit for employment, or participate in advise or recommend to any other person that they employ or solicit for employment, any employee of the ownershipCompany or any of its Affiliates; provided, managementhowever, operation or control ofthat there shall be no Non-Competition Period following the termination of the Executive without Cause, or following the termination by the Executive of his employment for Good Reason; and provided, further, that the provisions of this Section 11(a) shall not be connected in any manner with (where such connection is competitive with deemed to prohibit the business Executive's ownership of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are not more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued total shares of all classes of stock outstanding of any publicly-held company. (i) The Executive further agrees that the limitations set forth in this Section 11 (including, without limitation, any time or territorial limitations) are reasonable and outstanding shares properly required for the adequate protection of the businesses of the Company and its Affiliates. It is understood and agreed that the covenants made by the Executive in this Section 11 (and in Section 10 hereof) shall survive the expiration or termination of this Agreement. (ii) The Executive acknowledges and agrees that a company listed on a recognized exchange that operates, in whole remedy at law for any breach or in part, directly or indirectly as a Competing Business, this shall not constitute a threatened breach of the provisions of this Section 7.211 would be inadequate and, therefore, agrees that the Company and any of its Affiliates shall be entitled to injunctive relief in addition to any other available rights and remedies in cases of any such breach or threatened breach; provided, however, that nothing contained herein shall be construed as prohibiting the Company or any of its Affiliates from pursuing any other rights and remedies available for any such breach or threatened breach.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Restricted Company, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question; provided, however, that interests in publicly-traded entities that constitute less than a five percent (5%) interest in such entities, and do not otherwise constitute control either directly or indirectly of such entities, which interests were acquired or are held for investment purposes, shall not be deemed to be a violation of this paragraph. (b) In addition, the Employee Executive agrees that, for a period of six (6) months after the end of the Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company in failing to pay to the Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, in which event the following shall be inapplicable), the Executive shall not (and shall cause the Employee’s controlled affiliates not to1) own, either directly or indirectly (including or through the Employeeor in conjunction with one or more members of his or his spouse’s respective controlled affiliates family or otherwisethrough any trust or other contractual arrangement, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive’s employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive’s employment at the Company. (c) Executive further agrees, for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described in Section 12(b) above), individually to refrain from directly or indirectly soliciting or hiring the Company’s collaborative partners, consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not be directly competitive with and/or adverse to the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) Business of the issued Company or any of its Subsidiaries or with and outstanding shares to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the end of the Executive’s employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described in Section 12(b) above), that he will not, directly or indirectly, as a company listed on sole proprietor, member of a recognized exchange that operatespartnership or as a stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm or corporation, other than for the exclusive benefit of the Company or any of its Subsidiaries, solicit or accept business from, or perform or supervise the performance of any services related to such business for, (i) any client of the Company or any of its Subsidiaries who was a client during the Executive’s employment with the Company, (ii) any clients or prospective clients of the Company or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) any former client of the Company or any of its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or serviced, directly or indirectly as a Competing Businessindirectly, this shall not constitute a by the Executive, or by those supervised, directly or indirectly, by the Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (e) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 7.218 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 18 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. During the Restricted Period, the Employee shall not (By and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit consideration of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its Affiliates, the Executive agrees that the Executive shall not, during the Term and thereafter for the period during which the Severance Payments or trade secrets to Supplemental Disability Payments are payable or on behalf one (1) year following the end of such Competing Businessthe Term if no Severance Payments or Supplemental Disability Payments are payable (the “Restriction Period”), (b) otherwise directly or indirectly, own, manage, operate, join, control, advisebe employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (where as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such connection issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is competitive actively engaged in any business which is either (i) in competition with the business of the CompanyCompany or any of its Affiliates conducted during the preceding twelve (12) months (or following the Term, the twelve (12) months preceding the last day of the Term), any Competing Business, or (cii) acquire proposed to be conducted by the Company or any of its Affiliates in the Company’s or Affiliate’s business plan as in effect at that time (through mergeror following the Term, stock purchase or purchase of all or substantially all the business plan as in effect as of the assets last day of the Term); provided, that (x) with respect to any Person that is actively engaged in the refinery business, a Restricted Enterprise shall only include such a Person that operates or otherwisemarkets in any geographic area in which the Company or any of its Affiliates operates or markets with respect to its refinery business and (y) with respect to any Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall only include such a Person that operates or markets in any geographic area in which the Company or any of its Affiliates operates or markets with respect to its fertilizer business. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, (A) the ownership offoregoing shall not prohibit the Executive from working in the State of Texas; provided, that the Executive’s so working does not involve any Restricted Enterprise that is operating in the State of Texas if the Company or any equity interest in, of its Affiliates is then operating in the State of Texas and (B) a Restricted Enterprise shall not include any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or division thereof that is engaged in the aggregate, business of such Person’s supplying (but not refining) crude oil or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2natural gas.

Non-Competition. During In consideration of the Company's grant of the Award to the Grantee, the Grantee agrees that, during the Restricted PeriodPeriod (as defined in Section 3.14(i) of this Award Agreement), the Employee shall not (and shall cause the Employee’s controlled affiliates not to) Grantee will not, directly or indirectly (including through except on behalf of or with the Employee’s respective controlled affiliates or otherwiseprior written consent of the Company, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person which consent may be withheld in the Restricted TerritoryCompany's sole discretion): (i) provide services of a leadership, management, executive, operational, or advisory capacity and/or participate in the ownership of or provide financial backing to an automotive dealership that is located within the Area (aas defined in Section 3.14(i) perform dutiesof this Award Agreement); (ii) provide senior/corporate level leadership, carry out activitiesexecutive, operational, or advisory services to any corporate competitor of the Company or its Affiliates who owns or operates one or more automotive dealerships within the Area; or (iii) provide servicesservices of a leadership, management, executive, operational, or advisory capacity for anyone or any business whose focus is buying, conglomerating, or otherwise engage in, for acquiring one or more automotive dealerships that are located within the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)Area. Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach For purposes of this Section 7.23.14(a), the Grantee acknowledges and agrees that the Company and its Affiliates conduct business in the Area and that the Area is a reasonable geographic limitation. Notwithstanding anything to the contrary contained herein, the Company hereby agrees that the covenants set forth in this Section 3.14(a) shall not be deemed breached as a result of the passive ownership by the Grantee of: (A) less than an aggregate of 5% of any class of stock of a business that competes with the Company; or (B) less than an aggregate of 10% in value of any instrument of indebtedness of a business that competes with the Company. The Company further agrees that nothing in this Section 3.14(a) prohibits the Grantee from accepting employment from, or performing services for, businesses engaged in the finance industry, or businesses engaged in the manufacturing and/or sale of automobile parts or the provision of automotive service; provided that such businesses do not also engage in the retail sale of automobiles within the Area. By way of example, as of the Grant Date, nothing in this Section 3.14(a) would prohibit the Grantee from working with such businesses as American General Finance, NAPA Auto Parts, or Goodyear.

Non-Competition. During In view of the Restricted unique and valuable services it is expected Executive will render to the Company, and the knowledge of the technology, trade secrets, and other proprietary information relating to the business of the Company and its clients and suppliers that it is expected Executive will obtain, and in consideration of the compensation to be received hereunder, Executive agrees that during the Employment Period and thereafter until the first anniversary of the termination of the Employment Period, he will not, anywhere in the Employee shall not (and shall cause the Employee’s controlled affiliates not to) world, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage inindirectly, for the Employee’s his own benefit or for the benefit of any third partyfor, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held atwith, or the capacity in which the Employee performed duties forthrough any other person, the Companyfirm, or (iicorporation, a) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, adviseloan money to, or participate in the ownership, management, operation operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his name by, any manner with (where such connection person, corporation, organization or other business entity that is competitive with engaged in the business of developing, manufacturing, selling or providing human infertility treatments or products or is otherwise engaged in a business similar to any business of the Company); b) reveal the name of, any Competing Businesssolicit or interfere with, or (endeavor to entice away from the Company any of its suppliers, clients, or employees; or c) acquire (through merger, stock purchase or purchase of all or substantially all employ any person who was an employee of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues Company within a period of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal one year revenues of after such person or entity). Notwithstanding leaves the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) employ of the issued and outstanding shares in a company listed on a recognized exchange Company, provided, however, that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach the provisions of this Section 7.27 will not be deemed breached merely because Executive owns not more than 1% of the outstanding common stock of a corporation that is registered under the Securities Exchange Act of 1934, as amended. Executive agrees that the provisions of this Section 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 7 is deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope hereof, or otherwise, then the court making such determination has the right to reduce the extent, duration, geographical scope, or other provisions hereof as may be necessary to comply with and be enforceable under applicable law, and the restriction, in its reduced form, shall be enforceable in the manner contemplated hereby. As used in this Section 7, "Company" shall include the Company and its direct and indirect subsidiaries.

Non-Competition. During Except as set forth in this Section 13, --------------- the Restricted PeriodShareholder agrees that, to assure that Parent will retain the value of the business of the Company and the Company Subsidiaries as a "going concern," for a period of five years beginning on the earlier of the Effective Time or the Option Closing, the Employee Shareholder shall not (and shall cause the Employee’s controlled affiliates not to) not, directly or indirectly (including indirectly, through one or more affiliates, engage or have an interest, anywhere in the United States or Europe, alone or in association with others, as partner or stockholder or through the Employee’s respective controlled affiliates investment of capital, lending of money or property, or otherwise, including in any business that competes with the products and services provided by the Company or any Company Subsidiary as of such date; provided, however, that it shall not be a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either violation of this Section 13 for the Employee Shareholder or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory its affiliates to (i) invest in a position or capacity that is securities representing less than 10 percent of the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties foroutstanding capital stock of any Person, the Companysecurities of which are publicly traded or listed on any securities exchange or automated quotation system, or (ii) invest in, own an interest in or acquire, in a position single transaction or capacity in which series of transactions, all or a majority of the Employee is likely to use equity interests in, or disclose assets of, any Person that did not derive at least 25 percent of its consolidated net revenue during its last completed fiscal year from any business that competes with the Company’s confidential information products and services provided by the Company or trade secrets to any Company Subsidiary as of the date referenced above. During the three years beginning on the earlier of the Effective Time or the Option Closing, the Shareholder shall not, directly or indirectly, through one or more affiliates, on behalf of such Competing Businessitself or any other Person, (bi) recruit or otherwise own, manage, operate, control, advise, solicit or participate in the ownership, management, operation or control induce any person who is an employee of, or be connected in otherwise engaged by, Parent, the Company or any manner Company Subsidiary or any of their successors to terminate his or her employment or other relationship with Parent, the Company or any Company Subsidiary or (where ii) offer employment to or employ a person who is at that time an employee (other than secretarial or clerical employees) of Parent, the Company or any Company Subsidiary or who was such connection is competitive with the business an employee within two years of the Company)time of such offer of employment. The foregoing shall not, any Competing Businesshowever, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of prohibit the assets or otherwise) the ownership of, Shareholder or any equity interest in, of its affiliates from publishing any Person if the annual revenues general public solicitation of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2employment opportunities.

Non-Competition. (a) During the Term of this Agreement and one (1) year thereafter (except in the event that Employee’s employment hereunder is terminated without “cause”) (the "Restricted Period"), the Employee shall not (and shall cause not, without the Employee’s controlled affiliates not to) written consent of the Company, directly or indirectly indirectly, (including through the Employee’s respective controlled affiliates i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, member, promoter, agent of, consultant for or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for any business which is conducted anyone in world and which is competitive with the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, conducted by the Company, ; or (ii) in a position for Employee’s own account or capacity in which for the Employee is likely to use account of any other person or disclose entity (A) interfere with the Company’s confidential information relationship with any of its suppliers, customers, accounts, brokers, representatives or trade secrets agents or (B) solicit or transact any business with any customer, account or supplier of the Company who or which transacts, has transacted or proposes to transact business with the Company at any time during the Term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date of such Competing Businessoffer or solicitation. Notwithstanding any provisions in this Section 7, (b1) otherwise own, manage, operate, control, advise, this Section 7 shall not prohibit Employee from purchasing or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than owning up to five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in capital stock of a company listed on which has a recognized exchange class of securities registered under Section 12 of the Securities Act of 1934, as amended and (2) to the extent not inconsistent with Employee’s obligations under this Agreement, Employee may engage in charitable or civic activities and make passive investments which are non-competitive and non-conflicting with the Company’s Business. (b) If any one or more of the restrictions contained in this Section 7 shall for any reason be held to be unreasonable with regard to time, duration, geographic scope or activity, the parties contemplate and hereby agree that operatessuch restriction shall be modified and shall be enforced to the full extent compatible with applicable law. The parties hereto intend that the covenants contained in this Section 7 shall be deemed a series of separate covenants for each country, state, county and city. If, in whole or any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in partthis Section 7 because, directly or indirectly as taken together, they cover too extensive a Competing Businessgeographic area, this shall not constitute a breach the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are least populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 7.27.

Non-Competition. During If during the Restricted PeriodEmployment Period the Executive’s employment is terminated at a time and in a manner which would entitle the Executive to receive the payment set forth under Section 6(a)(i) of this Agreement and Executive accepts and receives such payment under Section 6(a)(i), then for a period ending on the Employee first anniversary of the date of receipt of such payment, but in no event a period that exceeds fourteen months from the date of termination, Executive agrees that without the written consent of the Company, Executive shall not (and shall cause the Employee’s controlled affiliates not to) not, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in within the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory : (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, engage or participate in the ownershipin, managementbecome employed by, operation or control serve as a director of, or be connected render advisory or consulting or other services in any manner with (where such connection is competitive with the business of the Company)with, any Competing Competitive Business; provided, however, that after Executive’s termination, this Section 11(c) shall not preclude Executive from (A) being an employee of, or consultant to, any business unit of a Competitive Business if (1) such business unit does not qualify as a Competitive Business in its own right and (2) Executive does not have any direct or indirect involvement in, or responsibility for, any operations of such Competitive Business that cause it to qualify as a Competitive Business, or (cB) acquire (through merger, stock purchase or purchase of all or substantially all with the approval ADMIN/21794887v3 of the assets or otherwise) the ownership Company, being a consultant to, an advisor to, a director of, or an employee of a Competitive Business; or (ii) make or retain any financial investment, whether in the form of equity interest inor debt, or own any Person interest, in any Competitive Business; provided, however, that nothing in this subsection (ii) shall, however, restrict Executive from making an investment in any Competitive Business if such investment does not (A) represent more than 1% of the annual revenues aggregate market value of the outstanding capital stock or debt (as applicable) of such Person from a Competing Business Competitive Business, (B) give Executive any right or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in partability, directly or indirectly as a Competing indirectly, to control or influence the policy decisions or management of such Competitive Business, or (C) create a conflict of interest between Executive’s duties to the Company and its affiliates or under this shall not constitute a breach of this Section 7.2Agreement and his or her interest in such investment.

Non-Competition. During (a) Executive agrees that, for a period commencing on the Restricted Perioddate hereof and ending one year after the termination of his employment with the Corporation for any reason, he shall not, anywhere in North America, directly or indirectly: (i) solicit or attempt to solicit business of any customers of the Employee shall not Corporation (including prospective customers solicited by the Corporation) for products or services the same or similar to those offered, sold, produced or under development by the Corporation during the term of his employment therewith or dealt in by Executive during his employment with the Corporation; (ii) otherwise divert or attempt to divert from the Corporation any business whatsoever; (iii) solicit or attempt to solicit for any business endeavor any employee of the Corporation; (iv) interfere with any employment relationship or other business relationship between the Corporation and shall cause any other individual, person, or other entity; (v) use the Employee’s controlled affiliates not name of the Corporation or a name similar thereto; or (vi) render any services as an officer, director, employee, partner, consultant or otherwise to, or have any interest as a stockholder, partner, lender or otherwise in, any person which is engaged in activities which, if performed by Executive would violate this Section 8. (b) Executive agrees that during the term of his employment with the Corporation, he will not, anywhere in North America, directly or indirectly (including through the Employee’s respective controlled affiliates engage, directly or indirectly, as an independent contractor or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either in any activity for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, adviseany person or entity in a competitive line of business to that carried on by the Corporation, or participate in the ownership, management, operation or control of, or be connected engage in any manner with (where such connection is in the design, development, manufacturing, assembling, installing, and/or marketing of rechargeable lithium battery technology or other technology competitive with the business of carried on by the Company), any Competing Business, Corporation or dealt in by Executive during his employment with the Corporation. (c) acquire (through mergerIf during the one year period commencing on the termination of his employment with the Corporation for any reason, stock purchase Executive, directly or purchase of all or substantially all of the assets indirectly engages, anywhere in North America, as an independent contractor or otherwise) , in any activity for or on behalf of any person or entity in a competitive line of business to that carried on by the ownership ofCorporation during the term of his employment therewith, or engages in any equity interest inmanner in the design, any Person if development, manufacturing, assembling, installing, and/or marketing of rechargeable lithium battery technology or other technology competitive with the annual revenues business carried on by the Corporation during the term of such Person Executive's employment therewith or dealt in by Executive during his employment with the Corporation, all the non-exercised vested and unvested options held by Executive shall terminate. (d) The provisions contained in paragraphs (b) and (c) of this Section 8 shall not prevent Executive from a Competing Business (purchasing or Competing Businesses) are more than owning up to five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operatesvoting securities of any corporation, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach the securities of this Section 7.2which are publicly-traded.

Non-Competition. During the Restricted Periodterm of the Employee's employment --------------- hereunder and for a period of one (1) year thereafter or for a period of one year after any termination of the Employee's employment hereunder, the Employee shall will not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform dutiesengage, carry out activitiesdirectly or indirectly, provide services, alone or otherwise engage in, for the Employee’s own benefit or for the benefit as a shareholder (other than as a holder of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more less than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares common stock of any publicly traded corporation), partner, officer, member, director, employee, consultant or otherwise of any other business or organization that is engaged or becomes engaged in the development and/or sale of software and/or the provision of services which (in the specific markets penetrated by the Employer or as to which, at or prior to the time of expiration of the initial or any extended term of this Agreement or at or prior to termination of the Employee's employment, it has taken significant steps to penetrate) (i) directly compete with the software sold by the Employer and/or with the services provided by the Employer or (ii) compete with any other business activity of the Employer (collectively referred to as "Competitive Business"); provided, however, that the Employee shall not be prevented from being employed by or consulting with any division, subsidiary or affiliate of any company engaged in a Competitive Business so long as the division, subsidiary or affiliate of such company listed on a recognized exchange that operates, in whole or in part, does not directly or indirectly engage in any Competitive Business or (b) solicit or encourage any officer, employee or consultant of the Employer to leave its employ for alternative employment. If during the said one-year period the Employee is employed or retained by another company, he shall, at least twenty one (21) days prior to commencement of employment or other duties for such company notify the Employer as a Competing Businessto the name, this address and telephone number of such company and the name of his new supervisor. The Employer shall have the option to take reasonable steps to verify that such employment shall not constitute a breach violate the provisions of this Section 7.29. The Employee will continue to be bound by the provisions of this ss.9 until their expiration, and shall not be entitled to any compensation from the Employer with respect thereto except as may be provided in ss.6(d) hereof; provided, however, that this ss.9 shall not apply if the Employer shall default in the payment of any amount due to the Employee pursuant to ss.6(d) hereof and shall have failed to cure such default within twenty (20) days after written notice from the Employee specifying such default. If at any time the provisions of this ss.9 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this ss.9 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition. During 1. Employee acknowledges and agrees that by entering into this Agreement with Company and engaging in the Restricted Periodemployment relationship contemplated hereby, Employee will be performing significant duties on behalf of Company, and Employee will be exposed to certain valuable know-how and information relating to a highly competitive industry. Employee also acknowledges and agrees that the covenants set forth in this section are a material part of the consideration bargained for by Company, and without Employee's agreement to be bound by such covenants, Company would not have agreed to enter into this Agreement or to engage Employee's services. 2. Employee shall not agrees that during the term of this Agreement, and: (and shall cause the Employee’s controlled affiliates not toa) for two (2) years after any termination of this Agreement for Cause; or (b) for one (1) year after any termination of this Agreement without Cause, Employee will not, directly or indirectly indirectly, (including through the Employee’s respective controlled affiliates i) solicit, divert, recruit, induce, encourage or otherwiseattempt to influence any client, including as a directorcustomer, officer, equityholder, partneremployee, consultant, employerindependent contractor, employeesalesman or supplier of Company, proprietorto cease to do business, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for decrease the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide serviceslevel of business, or terminate his or her employment or otherwise engage incease his, for her or its relationship with Company, as the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Companycase may be, or (ii) engage in (as a position principal, agent, owner, consultant, partner, director, officer, employee, stockholder, investor, lender or capacity otherwise), alone or in which the Employee is likely to use association with any person or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control ofentity, or be financially interested in or otherwise connected with any business in any manner with (where such activity similar to or in connection is competitive with the specific activities of Company, and which such business activity is to produce, manufacture, import, market or distribute in the United States or Europe or Asia any product or service (A) which was produced, manufactured, imported, marketed or distributed by or for Company at any time or (B) which Company as of the Company)date of termination had plans to produce, manufacture, import, market or distribute during the term of this section; provided, however, that nothing contained in this Agreement shall prevent Employee from holding for investment up to 5% of any Competing Business, or (c) acquire (through merger, stock purchase or purchase class of all or substantially all equity securities of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly whose securities are publicly traded (other than Company as a Competing Business, this to which there shall not constitute a breach of this Section 7.2be no such limitation).

Non-Competition. During The parties recognize that in the Restricted Periodcourse of --------------- Employee's employment hereunder, Employee will have access to a substantial amount of confidential and proprietary information and trade secrets relating to the business of the Company, and that it would be detrimental to the business of the Company, and have a substantial detrimental effect on the value to the Company of Employee's employment if Employee shall not (were to compete with the Company upon termination of his employment. Employee therefore agrees, in consideration of the Company entering this Agreement and shall cause establishing the Employee’s controlled affiliates not to) directly or indirectly (including through base annual compensation and other compensation and benefits at the Employee’s respective controlled affiliates level herein provided for, that during the period of the term of his employment with the Company, whether pursuant to this Agreement or otherwise, including as and for a directorperiod of three (3) years thereafter, officerhe shall not, equityholderwithout the prior written consent of the Company, partnerdirectly or indirectly, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee himself or for any other Person in person, whether as principal, agent or employee, partner, director or consultant or through any corporation, partnership or other entity, himself compete with the Restricted TerritoryCompany for business from the Company's customers existing at the time of termination, whether through direct solicitation of such customers or otherwise, and shall not, for a period equal to the lesser of (a) perform duties, carry out activities, provide services, one year following termination of his employment or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise ownthe period for which severance benefits are payable to Employee following termination, manage, operate, control, advise, be employed by or participate in the ownership, management, operation or control of, or be connected associated in any manner with (where such connection is competitive including, without limitation, a sole proprietorship), any person, firm, corporation, association or other entity located anywhere in the United States and engaged in any business competing with the business of the Company), Company or any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all subsidiary of the assets Company as such business exists or otherwise) as it is planned as of the ownership ofdate of termination of employment; provided, or any equity interest inhowever, any Person if that the annual revenues of such Person foregoing shall not prevent Employee from a Competing Business (or Competing Businesses) are more than five owning up to one percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (21%) of the issued and outstanding shares in securities of a company listed on a recognized exchange that operatespublicly-held corporation which may compete with the Company. The parties believe, in whole light of the facts known as of the date hereof, and after considering the nature and extent of the Company's business, the amount of compensation and other benefits provided herein, the severance benefits payable to employee upon termination, and the damage that could be done to the Company's business by Employee's competing with the Company, that the foregoing covenant not to compete is reasonable in time, scope and geographical limitation. However, if any court should construe the time, scope or in partgeographical limitation of the covenant not to compete to be too broad or extensive, directly or indirectly it is the intention of the parties that the contract be automatically reformed, and as a Competing Businessso reformed, this shall not constitute a breach of this Section 7.2enforced, to the maximum limits which may be found to be reasonable by such court.

Non-Competition. During Executive acknowledges that his employment with the Restricted PeriodCompany has in the past and will, of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Employee shall Executive agrees that during his employment with the Company and for a period of one (1) year after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not (to compete and shall cause the Employee’s controlled affiliates provisions of the covenant not toto compete herein contained will terminate on the date of termination of the Executive) the Executive will not, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including either as an individual, proprietor, stockholder {other than as a directorholder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers}, partner, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative employee or otherwise): a. work for, either for become an employee of, invest in, provide consulting services or in any way engage in any business which provides, produces, leases or sells products or services of the Employee same or similar type provided, produced, leased or sold by the Company and with regard to which Executive was engaged, or over which Executive had direct or indirect supervision or control, within one (1) year preceding the Executive's termination of employment, in any area where the Company provided, produced, leased or sold such products or services at any time during the one (1) year preceding such termination of employment, or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which the Executive had direct or indirect supervision or control, within one (1) year preceding Executive's termination of employment, to or from any person, firm or entity which was a customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory individual to: (i) in a leave his or her employment or position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, with the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive compete with the business of the Company), any Competing Business, or (ciii) acquire (through mergerviolate the terms of any employment, stock purchase non-competition or purchase of all or substantially all of similar agreement with the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in partCompany; or d. employ, directly or indirectly as indirectly; permit the employment of; contract for services or work to be performed by; or otherwise, use, utilize or benefit from the services of any officer, director, employee or any other individual holding a Competing Businessposition with the Company within two (2) years after the Date of Termination of employment of Executive with the Company or within two (2) years after such officer, this shall not constitute a breach of this Section 7.2director, employee or individual terminated employment with the Company, whichever occurs earlier.

Non-Competition. During In exchange for the Restricted Periodconsideration described above in Section 5.01, Employee agrees that during the Employment Period and for a period of one (1) year after the end of the Employment Period (unless Employee shall is terminated after a Change in Control with the right to payments and benefits under Article IV, in which event there will be no covenant not (to compete and shall cause the Employee’s controlled affiliates not to) non-compete covenants and obligations herein will terminate on the date of Termination), Employee will not, directly or indirectly indirectly, either as an individual, proprietor, stockholder (including through the Employee’s respective controlled affiliates or otherwise, including other than as a directorholder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative employee or otherwise): a. work for, either for the Employee or for any other Person in the Restricted Territorybecome an employee of, (a) perform duties, carry out activitiesinvest in, provide services, consulting services to or otherwise in any way engage in, for the Employee’s own benefit or for the benefit of in any third party, any Competing Business in the Restricted Territory business which (i) is primarily engaged in a position or capacity that is the same or substantially similar drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02e and (ii) actually competes with the Company; or b. provide, sell, offer to the position the Employee held atsell, lease, offer to lease, or the capacity in solicit any orders for any products or services which the Company provided and with regard to which Employee performed duties forhad direct or indirect supervision or control, within one (1) year preceding Employee’s Termination, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such Termination from whom the Company had solicited business during such one (1) year; or c. actively solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive compete with the business of the Company), any Competing Business, or (ciii) acquire violate the terms of any employment, non-competition or similar agreement with the Company; or d. directly or indirectly (through merger, stock purchase or purchase of all or substantially all of i) influence the assets or otherwise) the ownership employment of, or engagement in any equity interest incontract for services or work to be performed by, or (ii) otherwise use, utilize or benefit from the services of any Person if officer, director, employee or any other individual holding a position with the annual revenues Company within one (1) year after the date of Termination or within one (1) year after such Person from officer, director, employee or individual terminated employment with the Company, whichever period expires earlier. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within one hundred (100) miles of (i) any of the Company’s present offices, (ii) any of the Company’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a Competing Business (rig yard, a rig operation or Competing Businesses) are more than five percent (5%)definitive plans to locate an office, individually a rig operation or in the aggregate, of such Person’s a rig yard or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)has recently conducted rig operations. Notwithstanding the foregoing, if the Employee holds a passive investment representing one hundred (100) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2territorial limitations extending into such other country.

Non-Competition. During the Restricted Employment Term, including any extensions thereof, and for a period of 18 months immediately following the termination of Executive’s employment under this Agreement for any reason other than death (the “Restrictive Period”), the Employee except as provided herein, Executive shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly indirectly: (including through the Employee’s respective controlled affiliates a) engage in or otherwisein any manner be connected or concerned, including whether as a an officer, director, officer, equityholderstockholder, partner, consultant, employerowner, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide servicescreditor, or otherwise engage inwith the development, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownershipoperation, management, operation or control of, or be connected conduct of any business in any manner with (where such connection is competitive the United States that competes with the business of the Company), Company being conducted at the time of such termination; (b) solicit or otherwise attempt to divert business from or interfere in the Company relationship with any Competing Business, supplier of the Company or any customer served by the Company or and potential customer identified by the Company during the period of Executive’s employment hereunder; or (c) acquire (through mergersolicit, stock purchase hire or purchase otherwise interfere with the Company relationship with any person then or previously employed by the Company; provided, however, that, after the termination of all or substantially all Executive’s employment, Executive shall not be bound by the Covenant set forth in this subparagraph following a material breach by the Company of any of its obligations to the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually Executive hereunder or in the aggregateevent of the cessation or dissolution of the Company business. As used herein, “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any Change in Control. Nothing contained herein shall prohibit Executive from owning up to 3% of the stock of a publicly traded company that competes with the business of the Company or, following the termination of his employment with the Company, prevent the Executive from being employed by or otherwise affiliated with a line of business of another company that engages in multiple lines of business so long as the Executive is not employed by, does not provide services with respect to and is not otherwise involved in the line or lines of business of such Person’s or entity’s total consolidated annual sales (based on other company that compete with the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2Company.

Non-Competition. During the Restricted Period, the Employee shall not (Period and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted TerritoryArea, Employee will not engage in or carry on, directly or indirectly, a business similar to and competitive with the business of the Company or any other member of the Company Group for which Executive performs services, including any business engaged in: (i) well construction, well intervention integrity, subsea well access, well flow management and production solutions similar to those divisions of the Company Group that engage in such activities, (aii) perform dutiesthe business conducted by any other Company Group divisions in operation during the Employment Term for which Executive has direct or indirect responsibility, carry out activitiesand (iii) any other business involving the Company Group’s current and planned (future) business, provide servicesbids, or otherwise engage inprojects, for contracts, and Company Relationships (the Employee’s own benefit or for “Competing Business”). Accordingly, during the benefit of any third party, any Competing Business Restricted Period and in the Restricted Territory (i) in a position Area, Employee will not, directly or capacity that is the same or substantially similar to the position the Employee held atindirectly, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, join, become employed or engaged by, partner in, control, adviseparticipate in, be connected with, loan money or sell or lease equipment or property to, or participate in the ownership, management, operation or control of, or otherwise be connected in any manner affiliated with (where such connection is competitive with the business of the Company), any Competing Business. For further clarity, Competing Business shall include the design, sales, marketing, fabrication, installation, provision, rental, repair, or (c) acquire (through mergermanufacturing of products or services similar to or functionally equivalent to those designed, stock purchase sold, installed, repaired, fabricated, manufactured, produced, provided, rented, marketed or purchase of all or substantially all licensed by the Company. The foregoing notwithstanding, Employee may own less than 2% of the assets or otherwise) the ownership of, or outstanding stock of any equity interest in, any Person if the annual revenues of such Person from class for a Competing Business (or Competing Businesses) are more than five percent (5%), individually or which sells its stock on a national securities exchange and if Employee is not involved in the aggregate, management of such Person’s Competing Business. Further, Competing Business and Restricted Area, as defined above, shall not include any geographic areas, services, or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) products of the issued Company in which Employee had no responsibility, no involvement, and outstanding shares in a company listed on a recognized exchange that operates, in whole about which he/she had no access to Confidential Information or in part, directly or indirectly as a Competing Business, this shall not constitute a breach Company Relationships during the last 12 months of this Section 7.2Employee’s employment with the Company.

Non-Competition. During By and in consideration of the Restricted PeriodCompany’s entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Employee shall not (and shall cause the EmployeeExecutive’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar exposure to the position the Employee held at, or the capacity in which the Employee performed duties for, Confidential Information of the Company, the Executive agrees that the Executive shall not, during the Executive’s employment with the Company and for a twelve-month period following the Date of Termination (the “Restriction Period”), directly or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Businessindirectly, (b) otherwise own, manage, operate, join, control, advisebe employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company)with, including, without limitation, holding any Competing Businessposition as a stockholder, director, officer, consultant, independent contractor, employee, partner, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest investor in, any Person if Restricted Enterprise (as defined below); provided, however, that in no event (A) shall ownership by the annual revenues Executive of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 6(b), individually so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof, nor (B) shall being employed by a Person that is a Restricted Enterprise, standing alone, be prohibited by this Section 6(b), so long as (i) such Person has more than one discrete and readily distinguishable part of its business, (ii) the Executive’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the aggregate, Restricted Enterprise reports to the Executive and (iii) the Executive notifies the Company of employment with such Person prior to commencement of his or her employment with such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues . For purposes of such person or entitythis Section 6(b). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange “Restricted Enterprise” shall mean any Person that operates, in whole or in partis engaged, directly or indirectly as a Competing Businessindirectly, this in (or intends or proposes to engage in, or has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry and any other businesses the Company engages in or is preparing to become engaged in, at the time of the Executive’s termination. During the twelve-month period following the Date of Termination, upon the request of the Company, the Executive shall not constitute a breach notify the Company of this Section 7.2the Executive’s then-current employment status.

Non-Competition. During Executive further agrees with the Restricted PeriodCompany to the following provisions, all of which Executive acknowledges and agrees are necessary to protect the Employee Company’s legitimate business interests. Executive covenants and agrees with the Company that: (i) Unless otherwise agreed between the parties, Executive shall not not, during her employment with the Company and for a period of eighteen (and shall cause the Employee’s controlled affiliates not to18) months thereafter, either directly or indirectly (including through the Employee’s respective controlled affiliates indirectly, engage in, render service or otherwiseother assistance to, including or sell products or services, or provide resources of any kind, whether as a directoran owner, partner, shareholder, officer, equityholder, partner, consultant, employerdirector, employee, proprietorconsultant or in any other capacity, principalwhether or not for consideration, agentto any person, managercorporation, franchiseeor any entity, franchisorwhatsoever, distributorthat owns, advisoroperates or conducts a business that competes, consultantin any way, lender, representative or otherwisewith the Company Business (as defined at the start of this Agreement), other than the ownership of 5% or less of the shares of a public company where Executive is not active in the day-to-day management of such company. With respect to the post employment application of this Section 5(d)(i), the restrictions shall extend only to those specific countries or provinces where the Company conducts business on the day that Executive’s employment with the Company terminates. (ii) Executive shall not, during her employment with the Company and for a period of eighteen (18) months thereafter, either directly or indirectly, (A) solicit, call on or contact any Customer of the Company with whom Executive has had material contact during her employment with the Company for the Employee purpose or for with the effect of offering any other Person in products or services of any kind offered by the Restricted TerritoryCompany at that time or during her employment with the Company, (aB) perform duties, carry out activities, provide servicesrequest or advise any present or future vendors or suppliers to the Company to cancel any contracts, or otherwise engage incurtail their dealings, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, with the Company, or (iiC) assist any other person or entity in a position or capacity connection with any action described in which any of the Employee is likely to use or disclose foregoing clauses (A) through (B). (iii) During her employment with the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise Executive shall not own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the permit ownership of, by Executive’s spouse or any equity interest inminor children under the parental control of Executive, any Person if the annual revenues directly or indirectly, an amount in excess of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%)) of the outstanding shares of stock of a corporation, individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two five percent (25%) of the issued and outstanding shares in any business venture of any kind, which operates or conducts a company listed on a recognized exchange business that operatescompetes, in whole or in partany way, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2with the Company.

Non-Competition. During By and in consideration of the Restricted PeriodCompany’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Employee Executive agrees that the Executive shall not not, during the Executive’s employment with the Company (whether during the Term or thereafter) and shall cause for a period of twelve (12) months thereafter (the Employee’s controlled affiliates not to) “Restriction Period”), directly or indirectly (including through other than in connection with carrying out his responsibilities for the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwiseCompany and its affiliates), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, join, control, advisebe employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (where as defined below); provided, that in no event shall ownership of three percent (3%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such connection issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is competitive actively engaged in any geographic area in which the Parent, the Company, or any of their respective subsidiaries (the “Company Group”) operates or markets in any business which is in material competition with the business of any member of the Company Group (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by any member of the Company Group in its business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company). During the Restriction Period, any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all upon request of the assets or otherwise) Company, the ownership of, or any equity interest in, any Person if Executive shall notify the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) Company of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2Executive’s then-current employment status.

Non-Competition. During In consideration of the Restricted PeriodCorporation's entering into this Agreement: 7.1 Employee agrees that during the Term hereof and, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position the event Employee voluntarily terminates his employment or capacity that is the same or substantially similar Corporation terminates Employee's employment for cause, prior to the position the Employee held at, or the capacity in which the Employee performed duties for, the Companyexpiration of one (1) year following such termination of Employee's employment, or (ii) in a position or capacity in which the event Employee is likely terminated for reasons other than for cause, then for such period (not to use exceed one (1) year) as the Corporation continues to pay Employee's base salary to him, he will not directly or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise indirectly own, manage, operate, join, control, adviseparticipate in, perform any services for, invest in, or participate otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in the ownershipdesign, managementmanufacture and/or sale of any gaming devices or any business entity which is engaged in any other business in which the Corporation or any of its Affiliates is engaged. Nothing herein contained shall be deemed to prohibit Employee from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Employee's holdings therein represent less than five (5) percent of the total number of shares or principal amount of other securities of such company outstanding. 7.2 Employee agrees that Employee will not, operation during the Term hereof or control ofprior to the expiration of one (1) year following the termination of the Employee's employment for any reason, without the written consent of the Corporation, directly or indirectly, by action alone or in concert with others, induce or influence, or be connected in seek to induce or influence any manner with (where such connection person who is competitive with engaged by the business Corporation or any of the Company)its Affiliates as an employee, agent, independent contractor or otherwise, to terminate his employment or engagement, nor shall Employee, directly or indirectly, through any Competing Businessother person, firm or corporation, employ or engage, or (c) acquire (through merger, stock purchase solicit for employment or purchase of all or substantially all of the assets or otherwise) the ownership ofengagement, or advise or recommend to any equity interest in, any Person if the annual revenues of such Person from a Competing Business (other person or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of entity that such person or entity). Notwithstanding entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2Corporation.

Non-Competition. During The Company and the Restricted PeriodEmployee agree that the services rendered by the Employee are unique and irreplaceable. In addition to and in furtherance of Section 8 of this Agreement, the Company and the Employee agree that the Employee has had, and will continue to have, unlimited access to the Confidential Information and that preserving the proprietary nature of the Confidential Information is of utmost importance to the Company. By giving the Employee an opportunity or incentive to breach his obligations to the Company under Section 8 of the Agreement, any relationship between the Employee and a competitor of the Company during or following the Term of Employment will potentially cause the Company irreparable injury, regardless (in the event of termination or expiration of the Term of Employment) of the circumstances under which the Term of Employment ends, and even if the Employee is terminated by the Company for cause. Therefore, in light of the foregoing, the Employee agrees that during the Term of Employment and for a period of two (2) years thereafter, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) not, directly or indirectly indirectly, through any other person, firm, corporation or other entity (including through the Employee’s respective controlled affiliates or otherwisewhether as an officer, including as a director, officer, equityholderemployee, partner, consultant, employerholder of equity or debt investment, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative lender or otherwise), either for the Employee or for in any other Person in the Restricted Territory, manner or capacity): (a) perform dutiesin any geographical area in the United States or in those foreign countries where the Company, carry out during the Term of Employment, conducts or proposes to conduct business or initiate activities, provide servicesdesign, manufacture, sell, market, offer to sell or supply video or television technology similar to that being developed or sold by the Company on the date of the termination of Employee's employment under this Agreement for any reason; (b) solicit, induce, encourage or attempt to induce or encourage any employee of the Company to terminate his or her employment with the Company or to breach any other obligation to the Company; (c) solicit, interfere with, disrupt, alter or attempt to disrupt or alter the relationship, contractual or otherwise, between the Company and any customer, potential customer, or otherwise supplier of the Company; or (d) engage in, for the Employee’s own benefit in or for the benefit of participate in any third party, business conducted under any Competing Business in the Restricted Territory (i) in a position or capacity name that is shall be the same as or substantially similar to the position name of the Company or any trade name used by it; provided, however, that in the event the Employee's employment is terminated by the Company for cause pursuant to Section 11 of this Agreement, then following such termination Employee held at, or the capacity in which the Employee performed duties for, shall have no further obligations under this Section 9 unless the Company, in its sole discretion, elects to make additional payments to Employee as provided under Section 11. The Employee acknowledges that the foregoing geographic, activity and time limitations contained in this Section 9 are reasonable and properly required for the adequate protection of the Company's business. In the event that any such geographic, activity or (ii) in time limitation is deemed to be unreasonable by a position court, the Employee shall submit to the reduction of either said activity or capacity in which time limitation to such activity or period as the court shall deem reasonable. In the event that the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business violation of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or restrictive covenants set forth in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.29, then the time limitation for such covenants shall be extended for a period of time equal to the pendency of any proceedings brought to enforce such covenants, including any appeals.

Non-Competition. During the Restricted Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either In exchange for the consideration described above in Section 5.01, Employee or agrees that during his employment with the Company and for any other Person in a period of two (2) years after he is no longer employed by the Restricted Territory, Company (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory unless (i) Employee is terminated after a Change in a position or capacity that is Control with the same or substantially similar right to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, payments and benefits under Article IV or (ii) in a position or capacity Employee is terminated pursuant to Section 3.06, in which events there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is likely to use or disclose primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision or control, within three (3) years preceding Employee’s confidential information or trade secrets termination of employment, to or on behalf from any person, firm or entity which was a Customer for such products or services of the Company during the three (3) years preceding such Competing Businesstermination from whom the Company had solicited business during such three (3) years; or c. actively solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (bii) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive compete with the business of the Company), any Competing Business, or (ciii) acquire violate the terms of any employment, non-competition or similar agreement with the Company; or d. directly or indirectly (through merger, stock purchase or purchase of all or substantially all of i) influence the assets or otherwise) the ownership employment of, or engagement in any equity interest incontract for services or work to be performed by, or (ii) otherwise use, utilize or benefit from the services of any Person if officer, director, employee or any other individual holding a position with the annual revenues Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such Person from officer, director, employee or individual terminated employment with the Company, whichever period expires earlier. e. The geographical area within which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company’s present offices, (ii) any of the Company’s present rig yards or rig operations and (iii) any additional location where the Company, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a Competing Business (rig yard, a rig operation or Competing Businesses) are more than five percent (5%)definitive plans to locate an office, individually a rig operation or in the aggregate, of such Person’s a rig yard or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)has recently conducted rig operations. Notwithstanding the foregoing, if the Employee holds a passive investment representing two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2territorial limitations extending into such other country.

Non-Competition. During the Restricted Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for In view of the Employee’s own benefit or for 's knowledge of the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets and other proprietary information relating to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the CompanyCompany and its subsidiaries and their customers which the Employee has heretofore obtained and is expected to obtain during the term the Employee is employed under this Agreement (the "Employment Period"), and in consideration of the compensation to be received hereunder, the Employee agrees: (i) that he will not during the Employment Period Participate In (as such term hereinafter defined) any Competing Businessother business or organization if such business or organization now is or shall then be competing with or be of a nature similar to the business of the Company or its subsidiaries and (ii) (A) for a period of twelve (12) months after the Termination Date (as defined in Section 7) due to a termination of this Agreement for Cause or (B) for such period as the Company shall continue to pay to the Employee his Base Salary and insurance benefits in accordance with Section 9(b) after a termination of the Employee's employment Without Cause, he will not in any geographic area in which the Company does business as of the Termination Date compete with or be engaged in the same business as, or (c) acquire (through mergerParticipate In, stock purchase any other business or purchase organization which competes with or is engaged in the same business as, the Company or its subsidiaries with respect to any service offered or activity engaged in up to the Termination Date, except that in each case the provisions of all or substantially all this Section 3 will not be deemed breached merely because the Employee owns not more than 2% of the assets or otherwise) outstanding common stock of a corporation, if, at the ownership oftime of its acquisition by the Employee, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company stock is listed on a recognized exchange that operatesnational securities exchange, is reported on NASDAQ, or is regularly traded in whole or in part, directly or indirectly as the over-the-counter market by a Competing Business, this shall not constitute member of a breach of this Section 7.2national securities exchange.

Non-Competition. (a) During the term of this Agreement and for one year thereafter (subject to clause (b) of this Section 8, the "Restricted Period"), the Employee shall not (and shall cause not, without the Employee’s controlled affiliates not to) written consent of the Company, directly or indirectly indirectly, (including through the Employee’s respective controlled affiliates i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for any systems management software business which is conducted in any of the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity jurisdictions in which the Company's business is conducted; provided, however, that nothing contained herein will prevent Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more owning less than five percent (5%)) of any class of equity or debt securities listed on a national securities exchange or traded in any established (ii) for his own account or for the account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, individually customers, representatives or in agents or (B) transact any business, associated with systems management software or services, with any customer or supplier of the aggregateCompany which transacts or has transacted business with the Company at any time during the term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of such Person’s himself or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such any other person or entity, the services, retention or employment of any person who has been an employee, sales representative, consultant to or agent of the Company within one year of the date of such offer or solicitation. (b) In the event that the Employee terminates his employment hereunder after a breach hereof by the Company, or if the Company terminates the Employee's employment hereunder other than for cause (as defined in Section 9(a) hereof), the covenant contained in Section 8(a) hereof shall extend for a period of one year beyond the termination of the Employee's employment only if the Company shall pay to the Employee on a monthly basis with respect to such period an amount equal to the annual compensation otherwise provided for hereunder with respect to the immediately preceding year during the term hereof. Notwithstanding This Section 8(b) shall be of no effect, and the foregoingEmployee shall be subject to the restrictive covenant contained in Section 8(a) hereof without the Company being obligated to make the payments referred to in the preceding sentence, if the Employee holds a passive investment representing no more than two percent (2%) Company terminates its employment of the issued Employee for cause (as defined in Section 9(a) hereof) or if the Employee terminates his employment hereunder in the absence of a breach hereof by the Company. (c) The parties hereto intend that the covenants contained in this Section 8 shall be deemed a series of separate covenants for each country, state, county and outstanding shares in a company listed on a recognized exchange that operatescity. If, in whole or any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in partthis Section 8 because, directly or indirectly as taken together, they cover too extensive a Competing Businessgeographic area, this shall not constitute a breach the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 7.28. (d) With respect to the covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that any remedy at law for any breach or threatened or attempted breach of such covenants may be inadequate and that the Company shall be entitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a court might award without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security.

Non-Competition. During 4.1. In consideration of the Restricted PeriodEmployee’s rights and benefits hereunder, and in order to enable the Company to effectively protect its Proprietary Information, the Employee shall not agrees and undertakes that: 4.1.1. he will not, during the term of this Agreement and for a period of twelve (and shall cause 12) months following termination thereof for whatever reason, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, service provider, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever engage in,, be employed by, or any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s controlled affiliates employment with the Company, , as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not toto exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned, and traded company as director, employee, consultant or otherwise, 4.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative consultant on the date of such termination or otherwise), either for during the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, preceding six months; or (ii) solicit from the clients of the Company any business in a position or capacity competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment 4.2. The Employee is likely specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to use or disclose protect the Company’s confidential information or trade secrets to or on behalf of such Competing Businessgoodwill, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business property and Proprietary Information of the Company), and the operations and business of Company, and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any Competing Businessone or more of the terms contained in this Section 4 shall for any reason be held to be excessively broad with regard to time, geographic scope or (c) acquire (through mergeractivity, stock purchase or purchase the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law. 4.3. The Employee acknowledges that the legal remedies for breach of all or substantially the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the assets remedies available to Company in the event of a breach or otherwise) the ownership of, or a threatened breach of any equity interest in, any Person if the annual revenues of such Person from a Competing Business provisions, the Company may also, in addition to any other remedies which may be available under applicable law, obtain temporary, preliminary and permanent injunctions against any and all such actions. 4.4. The Company hereby acknowledges that the Employee has other inventions on which he eceives royalties and other patents under his name (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity“Other Inventions’’). Notwithstanding The Other Inventions will not be considered as competition with the foregoing, if Company whatsoever and the Employee holds a passive investment representing no more than two percent (2%) of shall be entitled to keep receiving royalties as per the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2Other Inventions.

Non-Competition. During the Restricted Employment Term, including any extensions thereof, and for a period of 18 months immediately following the termination of Executive’s employment under this Agreement for any reason other than death (the “Restrictive Period”), the Employee except as provided herein, Executive shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly indirectly: (including through the Employee’s respective controlled affiliates a) engage in or otherwisein any manner be connected or concerned, including whether as a an officer, director, officer, equityholderstockholder, partner, consultant, employerowner, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide servicescreditor, or otherwise engage inwith the development, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownershipoperation, management, operation or control of, or be connected conduct of any business in any manner with (where such connection is competitive the United States that competes with the business of the Company being conducted at the time of such termination; (b) solicit or otherwise attempt to divert business from or interfere in the Company), ’s relationship with any Competing Business, supplier of the Company or any customer served by the Company or and potential customer identified by Company during the period of Executive’s employment hereunder; or (c) acquire (through mergersolicit, stock purchase hire or purchase otherwise interfere with the Company’s relationship with any person then or previously employed by Company; provided, however, that, after the termination of all or substantially all Executive’s employment, Executive shall not be bound by the Covenant set forth in this subparagraph following a material breach by the Company of any of its obligations to the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually Executive hereunder or in the aggregateevent of the cessation or dissolution of the Company’s business. As used herein, “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any Change in Control. Nothing contained herein shall prohibit Executive from owning up to 3% of the stock of a publicly traded company that competes with the business of the Company or, following the termination of his employment with the Company, prevent the Executive from being employed by or otherwise affiliated with a line of business of another company that engages in multiple lines of business so long as the Executive is not employed by, does not provide services with respect to and is not otherwise involved in the line or lines of business of such Person’s or entity’s total consolidated annual sales (based on other company that compete with the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2Company.

Non-Competition. During (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the Restricted Company, he will not during the Employment Period: participate in, be employed in any capacity by, serve as director, consultant, agent or representative for, or have an interest, directly or indirectly in, any enterprise which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries or with any technology, products or services being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries at the time in question. (b) In addition, the Employee Executive agrees that, for a period of six months after the end of Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company in failing to pay to the Executive all sums due him under the terms hereof or to honor any of its other obligations under this Agreement, in which event the following shall be inapplicable), the Executive shall not (and shall cause the Employee’s controlled affiliates not to1) own, either directly or indirectly (including or through the Employee’s respective controlled affiliates or otherwisein conjunction with one or more members of his or his spouse's family or through any trust or other contractual arrangement, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more greater than five percent (5%) interest in, or otherwise control either directly or indirectly, or (2) participate in, be employed in any capacity by, or serve as director, consultant, agent or representative for, any partnership, corporation, or other entity which is engaged in the business of developing, licensing, or selling technology, products or services which are directly competitive with the Business of the Company or any of its Subsidiaries as of the termination of the Executive's employment with the Company or which are directly competitive with any technology, products, or services being actively developed by the Company or any of its Subsidiaries, with the bona fide intent to market same, as of the termination of the Executive's employment at the Company. (c) Executive further agrees, for twelve months following the end of Executive's employment by the Company (unless such employment is terminated due to a breach of the terms hereof by the Company as described above), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, to refrain from directly or indirectly as a Competing Businesssoliciting Company's collaborative partners, this shall consultants, certified research organizations, principal vendors, licensees or employees except any such solicitation in connection with activities that would not constitute a be directly competitive with and adverse to the Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the Company or any of its Subsidiaries at the date such employment terminated or then being actively developed, with the bona fide intent to market same, by the Company or any of its Subsidiaries. (d) The Executive hereby agrees that damages and any other remedy available at law would be inadequate to redress or remedy any loss or damage suffered by the Company upon any breach of the terms of this Section 7.218 by the Executive, and the Executive therefore agrees that the Company, in addition to recovering on any claim for damages or obtaining any other remedy available at law, also may enforce the terms of this Section 18 by injunction or specific performance, and may obtain any other appropriate remedy available in equity.

Non-Competition. During Without the Restricted Periodconsent in writing of the Board, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) upon termination of Executive's employment for any reason, Executive will not, for a period of 3 years thereafter, acting alone or in conjunction with others, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwisei) engage (either as owner, including as a director, officer, equityholderinvestor, partner, consultantstockholder, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributorconsultant, advisor, consultant, lender, representative or otherwise), either for the Employee or for director) in any other Person business in the Restricted Territory, (a) perform duties, carry out activities, provide servicescontinental United States in which he has been directly engaged on behalf of the Company or any subsidiary, or otherwise engage inhas supervised as an executive thereof, during the last two years prior to such termination and which is directly in competition with a business then conducted by the Company or any of its subsidiaries, other than engaging in the businesses owned or controlled by FII (excluding those of the Company and its subsidiaries) or FI (excluding those of the Company and its subsidiaries) at the date of termination, or providing services through FII to businesses for which FII provided services at the Employee’s own benefit date of termination; (ii) induce any customers of the Company or for any of its subsidiaries with whom Executive has had contacts or relationships, directly or indirectly, during and within the benefit scope of his or her employment with the Company or any third partyof its subsidiaries, to curtail or cancel their business with such companies or any of them; or (iii) induce, or attempt to influence, any Competing Business employee of the Company or any of its subsidiaries to terminate employment; provided, however, that the limitation contained in the Restricted Territory clause (i) above shall not apply if Executive's employment is terminated as a result of a termination by the Company following a Change in Control, a position or capacity that is the same or substantially similar termination by Executive for Good Reason, a termination due to the position the Employee held atDisability, Normal Retirement, or the capacity in which the Employee performed duties forApproved Early Retirement. The provisions of subparagraphs (i), the Company, or (ii), and (iii) in a position above are separate and distinct commitments independent of each of the other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any company having securities listed on an exchange or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate regularly traded in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregateover-the-counter market shall not, of such Person’s or entity’s total consolidated annual sales itself, be deemed inconsistent with clause (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%i) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2paragraph (a).

Non-Competition. During the Restricted PeriodInitial Term and the Renewal Term, if this Agreement is extended pursuant to Section 2, each of the Employee shall not (Executives and shall cause the Employee’s controlled affiliates not to) Manager agree that they will not, directly or indirectly (including through the Employee’s respective controlled affiliates indirectly, for their own account or otherwiseas agent, including as a directoremployee, officer, equityholderdirector, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative trustee consultant or shareholder of any corporation or a member of any firm or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory : (i) engage in a position or capacity that is any way in any wholesale and/or retail food business which operates within 30 miles of any retail store operated by the same or substantially similar to Company at the position time during the Employee held at, Initial Term or the capacity Renewal Term, as the case may be, that the Executives or the Manager wish to so engage; (ii) induce or attempt to induce any person with an annual salary in which excess of $75,000 who is in the Employee performed duties foremploy of the Company or any subsidiary or affiliate thereof to leave the employ of the Company or such subsidiary or affiliate; or (iii) induce or attempt to induce or assist any other person, firm or corporation to do any of the Company, actions referred to in (i) or (ii) above (provided, that this Section 14 shall not prohibit (A) Executive from owning less than 5% of the equity of any entity that engages in a position or capacity the actions described in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business(i), (bii) otherwise ownor (iii) above and (B) the Executives from providing references for employees of the Company or its subsidiaries or affiliates who have been solicited by a prospective employer without violation of (ii) above); provided, managehowever, operate, control, advise, or participate that in the ownershipevent the Company terminates the Agreement prior to the end of the Initial Term or the Renewal Term, managementif this Agreement is extended pursuant to Section 2, operation or control of, or be connected in any manner with (where such connection is competitive for reasons other than Cause and fails to provide the Executives with the business of the Company), any Competing Business, or (cpayments required by Section 4(b) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or and in the aggregatemanner provided therein, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach provisions of this Section 7.2shall not survive such termination.

Non-Competition. During (a) By and in consideration of the Restricted payments and benefits to be provided, Executive agrees that from the date hereof and until the Executive's employment with the Company is terminated for any reason whatsoever, including any resignation by Executive or any termination of Executive by the Company (the "Term") and for a period of one year thereafter (the "Non-Compete Period"), the Employee Executive shall not not: (and shall cause the Employee’s controlled affiliates not toi) directly or indirectly (including through another person or entity induce or attempt to induce any employee of the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for Company to leave the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit employ of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or in any way interfere with the relationship between the Company, on the one hand, and any employee thereof, on the other hand; (ii) in a position directly or capacity in which indirectly through another person or entity induce or attempt to induce any customer, supplier, subcontractor, licensee or other business relation of the Employee is likely Company to use or disclose cease doing business with the Company’s confidential information , or trade secrets to in any way interfere with the relationship between any such customer, supplier, subcontractor, licensee or business relation, on behalf of such Competing Businessthe one hand, and the Company, on the other hand; or (biii) otherwise directly or indirectly own, lend money to, manage, operate, join, control, adviseconsult with, render services, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with including but not limited to holding the positions of shareholder, director, officer, consultant, independent H contractor, employee, partner or investor) in any business in which the Company or any of its subsidiaries are engaged in as of the Company)date of this Agreement (which is core optical switches at levels OC-48 and above) ("Competitive Business") during the Term; provided, any Competing Businesshowever, that, notwithstanding the foregoing sentence, the Executive shall be permitted to (i) own, for investment purposes (directly or (cindirectly) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are not more than five percent (5%) of total outstanding common stock or debt of a public company and (ii) be employed by a Competitive Business if the Executive's employment duties do not relate to the business in which the Company or any of its subsidiaries is engaged in as of the date of this Agreement; (b) The Executive expressly recognizes and agrees that the restraints imposed by this Section 1 are reasonable as to time and scope and are not oppressive. The Executive further expressly recognizes and agrees that the restraints imposed by this Section 1 represent a reasonable and necessary restriction for the protection of the legitimate interests of the Company, that the failure by the Executive to observe and comply with the covenants and agreements in this Section 1 will cause irreparable harm to the Company, that it is and will continue to be difficult to ascertain the harm and damages to the Company that such a failure by the Executive would cause, that the consideration received by the Executive for entering into these covenants and agreements is fair, that these covenants and agreements and their enforcement will not deprive the Executive of his ability to earn a reasonable living, and that the Executive has acquired knowledge and skills in this field that will allow him to obtain employment without violating these covenants and agreements. If, however, for any reason any court determines under applicable law that the provisions in Section 1 pertaining to duration, scope and geographic area in relation to non-competition are too broad or otherwise unreasonable, that the consideration provided hereunder is inadequate or that the Executive has been prevented unlawfully from earning a livelihood (together, such provisions being hereinafter referred to as "Restrictions"), individually such Restrictions shall be interpreted, modified or rewritten, and such court is hereby requested and authorized by the Company and the Executive to revise the Restrictions, to include the maximum Restrictions as are valid and enforceable under applicable law. The Executive further expressly acknowledges that he has been encouraged to consult and has consulted independent counsel, and has reviewed and considered this Agreement with that counsel, before executing this Agreement. (c) The Executive shall inform any prospective or future employer of any and all restrictions contained in the aggregate, this Agreement and provide such employer with a copy of such Person’s or entity’s total consolidated annual sales restrictions (based on but no other terms of this Agreement), prior to the most recent full fiscal year revenues commencement of such person or entity). Notwithstanding that employment. (d) During the foregoingTerm and during the Non-Compete Period, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, Executive will not directly or indirectly as a Competing Businessdisclose to any person, this shall not constitute a or use or otherwise exploit for his own benefit or for the benefit of any person, other than the Company, any Confidential Information or Trade Secrets other than any of the foregoing which becomes public information without any breach of this Section 7.2Agreement by the Executive. During the Term and during the Non-Compete Period, the Executive will be allowed to disclose Confidential Information when required to do so by legal process, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body that requires the Executive to divulge, disclose or make accessible such information. If so ordered, the Executive shall give prompt written notice to the Company prior to such disclosure in order to allow the Company the opportunity to object to or otherwise resist such order.

Non-Competition. During By and in consideration of the Restricted PeriodParent’s and the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its affiliates, the Employee Executive agrees that the Executive shall not not, during the Executive’s employment with the Company (whether during the Term or thereafter) and shall cause for a period of twelve (12) months thereafter (the Employee’s controlled affiliates not to) “Restriction Period”), directly or indirectly (including through other than in connection with carrying out his responsibilities for the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwiseCompany and its affiliates), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, join, control, advisebe employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (where as defined below); provided, that in no event shall ownership of three percent (3%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such connection issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is competitive actively engaged in any geographic area in which the Parent, the Company, or any of their respective subsidiaries (the “Company Group”) operates or markets in any business which is in material competition with the business of any member of the Company Group or any of its subsidiaries (i) conducted during the preceding twelve (12) months (or following the Executive’s termination of employment, the twelve (12) months preceding the date of termination of the Executive’s employment with the Company) or (ii) proposed to be conducted by any member of the Company Group in its business plan as in effect at that time (or following the Executive’s termination of employment, the business plan as in effect as of the date of termination of the Executive’s employment with the Company). During the Restriction Period, any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all upon request of the assets or otherwise) Company, the ownership of, or any equity interest in, any Person if Executive shall notify the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) Company of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2Executive’s then-current employment status.

Non-Competition. During From the Restricted PeriodEffective Date through, and continuing thereafter until the Employee shall later of (i) the end of the first year in which Company owes no royalties pursuant to Section 4 above and (ii) the termination of this Agreement, Physician agrees not to (and shall Physician agrees to cause the Employee’s controlled affiliates its officers and members not to) ), in any manner directly or indirectly indirectly: (including through the Employee’s respective controlled affiliates a) engage (whether as principal, agent, investor, distributor, representative, stockholder, or consultant or otherwise, including as with or without pay) in any consulting, product development or similar activity or business venture anywhere in the world related to a product that, in the reasonable discretion of Company, is similar to or competitive with any of the Royalty Products or any other product of Company or its Affiliates; for the avoidance of doubt, products resulting from Physician’s rendition of any of the design services under the [***] described in Exhibit C hereto shall not be deemed competitive for the purposes of this Section 5.1; or (b) solicit or entice or endeavor to solicit or entice away from Company any person who was a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative agent or otherwise)physician of Company, either for the Employee on Physician’s or Physician’s own account or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, whether or not such person would commit any Competing Business in breach of his/her contract of employment by reason of leaving the Restricted Territory (i) in service of Company, and each Physician agrees not to employ, directly or indirectly, any person who was a director, officer or employee of Company or who by reason of such position or capacity that at any time is [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the same or substantially similar information subject to the position confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Employee held at, Securities and Exchange Commission. or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is may be likely to use or disclose the be in possession of any Confidential Information relating to Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, ; or (c) acquire (through merger, stock purchase take any action or purchase make any statement the effect of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in partwhich would be, directly or indirectly as indirectly, to impair the good will of Company or the business reputation or good name of Company, or be otherwise detrimental to Company, including any action or statement intended, directly or indirectly, to benefit a Competing Businesscompetitor of Company. The Parties agree that if, this in any proceeding, the court or other authority shall not constitute refuse to enforce the covenants herein set forth because such covenants cover too extensive a breach geographic area or too long a period of this Section 7.2time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the Parties to the maximum extent permitted by law.

Non-Competition. During (a) Executive agrees that, for a period commencing on the Restricted Perioddate hereof and ending one year after the termination of his employment with the Corporation for any reason, he shall not, anywhere in the Employee shall not world, directly or indirectly: (i) solicit or attempt to solicit business of any customers of the Corporation (including prospective customers solicited by the Corporation) for products or services the same or similar to those offered, sold, produced or under development by the Corporation during the term of his employment therewith or dealt in by Executive during his employment with the Corporation; (ii) otherwise divert or attempt to divert from the Corporation any business whatsoever; (iii) solicit or attempt to solicit for any business endeavor any employee of the Corporation; (iv) interfere with any employment relationship or other business relationship between the Corporation and shall cause any other individual, person, or other entity; (v) use the Employee’s controlled affiliates not name of the Corporation or a name similar thereto; or (vi) render any services as an officer, director, employee, partner, consultant or otherwise to, or have any interest as a stockholder, partner, lender or otherwise in, any person which is engaged in activities which, if performed by Executive would violate this Section 8. (b) Executive agrees that during the term of his employment with the Corporation, he will not, anywhere in the world, directly or indirectly (including through the Employee’s respective controlled affiliates engage, directly or indirectly, as an independent contractor or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either in any activity for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, adviseany person or entity in a competitive line of business to that carried on by the Corporation, or participate in the ownership, management, operation or control of, or be connected engage in any manner with (where such connection is in the design, development, manufacturing, assembling, installing, and/or marketing of rechargeable lithium battery technology or other technology competitive with the business of carried on by the Company), any Competing Business, Corporation or dealt in by Executive during his employment with the Corporation. (c) acquire (through mergerIf during the one year period commencing on the termination of his employment with the Corporation for any reason, stock purchase Executive, directly or purchase of all or substantially all of indirectly engages, anywhere in the assets world, as an independent contractor or otherwise) , in any activity for or on behalf of any person or entity in a competitive line of business to that carried on by the ownership ofCorporation during the term of his employment therewith, or engages in any equity interest inmanner in the design, any Person if development, manufacturing, assembling, installing, and/or marketing of rechargeable lithium battery technology or other technology competitive with the annual revenues business carried on by the Corporation during the term of such Person Executive's employment therewith or dealt in by Executive during his employment with the Corporation, all the non-exercised vested and unvested options held by Executive shall terminate. (d) The provisions contained in paragraphs (b) and (c) of this Section 8 shall not prevent Executive from a Competing Business (purchasing or Competing Businesses) are more than owning up to five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operatesvoting securities of any corporation, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach the securities of this Section 7.2which are publicly-traded.

Non-Competition. During (a) The Consultant acknowledges that the Restricted PeriodConsulting Services are special, unique and extraordinary to the Company's business, and that he may during the Term hereof obtain confidential information of the Company's trade secrets, devices, software, production materials, algorithms, designs, technology, ideas, know-how, compositions, data, techniques, improvements, inventions (whether patentable or not), works of authorship, business and product development plans, the Employee shall salaries and terms of compensation of the Company's employees, other consultants, customers and other information concerning the Company's actual or anticipated business, research or development, formulae, processes, codes, machinery and patterns (collectively, "Confidential Information"), the use or revelation of which by the Consultant during his consultancy or after the termination of the consultancy hereunder, might, would or could injure or cause injury to the Company's business. Accordingly, the Consultant agrees that he will forever keep secret and inviolate any knowledge or information as to any Confidential Information and will not (and shall cause utilize the Employee’s controlled affiliates not to) same for his private benefit or directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of others and he will never disclose such secret knowledge or information to anyone else. The foregoing shall not be applicable to any third party, any Competing Business information which now is or hereafter shall be in the Restricted Territory (i) public domain other than as a result of a disclosure by the Consultant, is in a position or capacity that is the same or substantially similar possession of the Consultant prior to the position date of rendering any services to the Employee held at, Company and was not received directly or the capacity in which the Employee performed duties for, indirectly from the Company, or (ii) in a position is independently developed by the Consultant without the use of information received directly or capacity in which the Employee is likely to use or disclose indirectly from the Company’s confidential information or trade secrets . (b) Further, upon the termination of this Agreement, by the Company pursuant to or on behalf of such Competing BusinessSections 8(a), (b) otherwise ownor (c) or upon the Consultant's voluntary resignation or upon the expiration of the Term hereof, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected Consultant will not engage in any manner with (where such connection is competitive business in competition with the business of the Company)Company within the Territory, nor directly or indirectly perform services for any Competing Businessperson, firm or corporation engaged in such a competitive business in such territory for a period of twelve (12) months following such termination of his consultancy. (c) acquire (through mergerSubsequent to the termination of this Agreement and for the period set forth in Section 5(b) hereof, stock purchase the Consultant will not interfere with or purchase disrupt or attempt to disrupt the Company's business relationship with any Clients or any of all its other customers, vendors or substantially all suppliers or solicit any of the assets consultants or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) employees of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach Company to leave the employ of this Section 7.2the Company.

Non-Competition. During In exchange for the Restricted Periodconsideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee shall not (and shall cause the Employee’s controlled affiliates not to) will not, directly or indirectly indirectly, either as an individual, proprietor, stockholder (including through the Employee’s respective controlled affiliates or otherwise, including other than as a directorholder of up to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative employee or otherwise): a. work for, either for the Employee or for any other Person in the Restricted Territorybecome an employee of, (a) perform duties, carry out activitiesinvest in, provide services, consulting services to or otherwise in any way engage in, for the Employee’s own benefit or for the benefit of in any third party, any Competing Business in the Restricted Territory business which (i) is primarily engaged in the drilling and workover of oil and gas w▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a position or capacity that is substantial extent with the same or substantially similar Company; or b. provide, sell, offer to the position the Employee held atsell, lease, offer to lease, or the capacity in solicit any orders for any products or services which the Company provided and with regard to which Employee performed duties forhad direct or indirect supervision or control, within one (1) year preceding Employee’s termination of employment, to or from any person, firm or entity which was a Customer for such products or services of the Company during the one (1) year preceding such termination from whom the Company had solicited business during such one (1) year; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive compete with the business of the Company), any Competing Business, or (ciii) acquire violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work to be performed by, or otherwise use, utilize or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (through merger2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, stock purchase director, employee or purchase of all individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or substantially all individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants of the assets Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company’s present offices, (ii) any of the Company’s present rig yards or otherwiserig operations and (iii) any additional location where the ownership ofCompany, as of the date of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, a rig operation or any equity interest indefinitive plans to locate an office, any Person if the annual revenues of such Person from a Competing Business (rig operation or Competing Businesses) are more than five percent (5%), individually a rig yard or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)has recently conducted rig operations. Notwithstanding the foregoing, if the Employee holds a passive investment representing two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other country, there will be no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2territorial limitations extending into such other country.

Non-Competition. During (a) Executive agrees that during his employment by the Restricted Company (which shall be deemed to include the period in which Executive is receiving any payments set forth in Section 9(h) hereto), and for a period of one (l) year after the termination of Executive’s employment hereunder (or, if applicable, after the final severance payment) (the “Non-Competitive Period”), the Employee Executive shall not (and shall cause the Employee’s controlled affiliates not to) not, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including as a director, officer, equityholderowner, partner, consultantjoint venturer, employerstockholder, employee, proprietorbroker, agent, principal, agenttrustee, managercorporate officer, franchiseedirector, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide serviceslicensor, or otherwise in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which are designed for the Employee’s same purpose as, are similar to, or are otherwise competitive with, products or services of the Company or any of its subsidiaries, in any geographic area where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own benefit or for the benefit any securities of any third partycorporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, any Competing Business in Executive shall not, directly or indirectly, during the Restricted Territory Non-Competitive Period, (i) in request or cause contracting parties, suppliers or customers with whom the Company or any of its subsidiaries has a position business relationship to cancel or capacity that is terminate any such business relationship with the same Company or substantially similar to any of its subsidiaries or (ii) solicit, interfere with, entice from the position the Employee held at, Company or the capacity in which the Employee performed duties for, hire any employee (or former employee) of the Company, or (ii) in a position cause or capacity in which the Employee is likely encourage any other person or entity to use or disclose the Company’s confidential information or trade secrets to or on behalf of take any such Competing Business, action. (b) otherwise ownExecutive acknowledges that the Company conducts business on a worldwide basis, managethat its sales and marketing prospects are for continued expansion into world markets and that, operatetherefore, control, advise, or participate the territorial and time limitations set forth in this Section 13 are reasonable and properly required for the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with adequate protection of the business of the Company)Company and its subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, any Competing Business, Executive agrees to the reduction of the territorial or time limitation to the area or period which such court deems reasonable. (c) acquire (through merger, stock purchase or purchase of all or substantially all If any portion of the assets restrictions set forth in this Section 13 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or otherwise) enforceability of the ownership of, or any equity interest in, any Person if the annual revenues remainder of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this restrictions shall not constitute a breach of this Section 7.2thereby be adversely affected.

Non-Competition. During the Restricted Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform dutiesOther than as the Purchaser has already disclosed to the Company concerning the Purchaser's current activities and operations and as expanded in the future in businesses competitive with the Company's, carry out activitiesall of which are expressly excluded from the terms of this Section 4.2, provide the Purchaser will not, directly or indirectly, own any interest in, participate or engage in, assist, render any services (including advisory services) to, become associated with, work for, or otherwise engage in, for the Employee’s own benefit become in any way or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in manner connected with the ownership, management, operation operation, or control of, any person that engages in, or assists others in engaging in or conducting any business, which deals, directly or indirectly, in products or services competitive with the Company's, or any of its Subsidiaries', product line or services, anywhere in the world; provided, however, that the above shall not be connected deemed to prohibit the Purchaser from owning or acquiring securities issued by any corporation whose securities are listed with a national securities exchange or are traded in the over-the-counter market, provided that the Purchaser at no time owns, directly or indirectly, beneficially or otherwise, two (2%) percent or more of any class of any such corporation's outstanding capital stock. (b) Except as specifically provided in this subsection (b), notwithstanding anything contained in subsection (a) above, the Purchaser will not knowingly provide or solicit to provide to any person any goods or services which are competitive with those provided by the Company or any of its Subsidiaries, or which would be competitive with the goods or services that the Company or any of its Subsidiaries has planned to provide to any customer of the Company or any of its Subsidiaries. (c) The Purchaser agrees that it shall not divulge to others, nor shall he use to the detriment of the Company or any of its Subsidiaries, or in any manner with (where such connection is business or process of manufacture competitive with or similar to any technology, business or process of manufacture engaged in by the Company or any of its Subsidiaries, any confidential or trade secret information relating to technology, sales, salesmen, sales volume or strategy, customers, formulas, processes, methods, machines, manufactures, compositions, ideas, improvements or inventions belonging to or relating to the business of the Company)Company or its Subsidiaries. (d) The Purchaser will neither solicit, hire or seek to solicit or hire any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets Company's or any of its Subsidiaries' personnel in any capacity whatsoever nor shall the Purchaser induce or attempt to induce any of the Company's or any of its Subsidiaries' personnel to leave the employ of the Company to work for the Purchaser or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2.

Non-Competition. During (a) Employee understands and recognizes that his services to the Restricted PeriodCorporation are special and unique and agrees that, during the Employee term of this Agreement and for a period of two (2) years (or one (1) year in the event that the employee is terminated within 1 year of the Effective Date),.he shall not (and shall cause the Employee’s controlled affiliates not to) in any manner, directly or indirectly indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (including through ‘Person”), enter into or engage in any business competitive with the Employee’s respective controlled affiliates Corporations business, or otherwiseresearch activities, including either as an individual for his own account, or as a directorpartner, joint venturer, executive, agent, consultant, salesperson, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative director of a Person operating or otherwise), either for the Employee or for any other Person intending to operate in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for area of the Employee’s own benefit or for the benefit use of any third party, any Competing Business of the compounds owned or licensed by the Corporation during the time of his employ. (b) During the term of this Agreement and for two (2) years (or one (1) year in the Restricted Territory event that the employee is terminated within 1 year of the Effective Date) thereafter, Employee shall not, directly or indirectly, without the prior written consent of the Corporation: (i) in a position interfere with, disrupt or capacity that is attempt to disrupt any past, present or prospective relationship, contractual or otherwise , between the same Corporation and any of its licensors, licensees, clients, customers, suppliers, employees, consultants or substantially similar to the position the Employee held atother related parties, or solicitor induce for hire any of the capacity in which the Employee performed duties for, the Companyemployees, or agents, of the Corporation or any such individual who in the past was employed or retained by the Corporation within six (6) months of the termination of said individual’s employment or retention by the Corporation; or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, solicitor accept employment or be connected in retained by any manner with (party who, at any time during the term of this Agreement, was a customer or supplier of the Corporation or any of its affiliates or any licensor or licensee thereof where such connection is competitive with his position will be related to the business of the Company), Corporation; or (iii) In the event that Employee breaches any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach provisions of this Section 7.25 or there is a threatened breach, then, in addition to any other rights which the Corporation may have, the Corporation shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce the restrictions contained herein.

Non-Competition. During Section 7.1 The restrictive covenants contained in this Article VII and in Article VIII hereof are supported by consideration to Employee hereunder. As a material incentive for the Restricted Company to enter into this Agreement, Employee hereby agrees that he will not at any time during his employment by the Company and for a period commencing on the date of termination of his employment and continuing until the expiration of 24 months (the "Non-Competition Period"), the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee himself or for others, in any other Person state of the United States, or in any foreign country where the Restricted Territory, Company or any of its affiliates is then conducting any business: (a) perform dutiesengage in any business that is directly competitive with activities conducted by the Company (or any of the Company's subsidiaries or divisions), carry out activities, provide serviceswhich activities conducted by the Company (or any of the Company's subsidiaries or divisions) represent in the aggregate greater than 25% of the Company's proforma consolidated revenues in 2000; (b) render advice or services to, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third partyassist, any Competing Business other person or entity who is engaged, directly or indirectly, in any business that is directly competitive with activities conducted by the Company (or any of the Company's subsidiaries or divisions), which activities conducted by the Company (or any of the Company's subsidiaries or divisions) represent in the Restricted Territory aggregate greater than 25% of the Company's proforma consolidated revenues in 2000; or (ic) transact any business in a position any manner pertaining to suppliers or capacity that is customers of the same Company or substantially similar to the position the Employee held atany affiliate which, in any manner, would have, or the capacity in which the Employee performed duties for, the Company, or (ii) in a position or capacity in which the Employee is likely to use have, an adverse effect upon the Company or disclose any affiliate. The foregoing shall not prohibit Employee's continued participation in those activities in which he is engaged on the date hereof and which have been disclosed to the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if in the event of termination of this Agreement pursuant to Section 4.1(d), 4.1(e) or 4.2(a), the prohibitions of this Article VII shall no longer apply at such time as Employee holds waives his right to receive any further payments under Section 4.1(d), 4.1(e) or 4.2(a), as the case may be. Section 7.2 Employee understands that the foregoing restrictions may limit his ability to engage in a passive investment representing no more than two percent (2%) business similar to the Company's business in specific areas of the issued world for the Non-Competition Period, but acknowledges that he will receive sufficiently high remuneration and outstanding shares in a company listed on a recognized exchange other benefits from the Company hereunder to justify such restriction. In addition to any remedies provided under applicable law, the Company and Employee agree that operatesduring the period the Company is paying compensation and benefits to Employee pursuant to Articles III or IV hereof, in whole or in partthe Company's remedy for breach of the provisions of this Article VII shall include, directly or indirectly as a Competing Business, this but shall not constitute be limited to, the termination of all compensation and all benefits to Employee otherwise provided under this Agreement. Section 7.3 It is expressly understood and agreed that the Company and Employee consider the restrictions contained in Section 7.1 hereof to be reasonable and necessary for the purposes of preserving and protecting the good will and proprietary information of the Company, nevertheless, if any of the aforesaid restrictions is found by a breach of this Section 7.2court having jurisdiction to be unreasonable, over broad as to geographic area or time or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

Non-Competition. During The Executive acknowledges and agrees that the Restricted Periodconsideration for the following covenants is the Company’s agreement to provide Severance (as defined in Section 10 below) in the event of the Executive’s termination without Cause (other than as a result of the death or Disability of the Executive) or by the Executive for Good Reason. The Executive agrees that, during the Executive’s employment with the Company and for one year thereafter, irrespective of whether the Executive resigns or is terminated either with or without Cause, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) Executive will not, directly or indirectly (including through the Employee’s respective controlled affiliates indirectly, individually or otherwise, including as a directorconsultant to, or an employee, officer, equityholderdirector, manager, stockholder (except as a stockholder owning less than one percent (1%) of the shares of a corporation whose shares are traded on a national securities exchange), partner, consultantmember, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for other owner or participant in any business entity other than the Employee or for any other Person in the Restricted Territory, Company: (a) perform dutiescarry on, carry out activities, provide servicesparticipate in, or otherwise engage in, for in any business that competes directly with the Employee’s own benefit or for Business of the benefit of any third party, any Competing Business Company in the Restricted Territory United States or Canada. For purposes of this Agreement, the term “Business of the Company” means the research, development or commercialization of virus-like particle vaccines for prophylactic and therapeutic use in both humans and animals; (ib) in a position or capacity that is the same or substantially similar solicit, employ, hire, endeavor to the position the Employee held at, or the capacity in which the Employee performed duties for, entice away from the Company, or (ii) in offer employment or any consulting arrangement to, any person or entity who is, or was within the one-year period immediately prior thereto, employed by, or a position or capacity in which the Employee is likely to use or disclose consultant to, the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or ; or (c) acquire (through mergersolicit or endeavor to entice away from the Company, stock purchase any person or purchase of all entity who is, or substantially all of was within the assets one-year period immediately prior thereto, a customer or otherwise) the ownership client of, supplier to, or any equity interest inother party having material business relations with the Company; provided, any Person however; that if the annual revenues of such Person from a Competing Business Executive is terminated for Cause under clause (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%v) of the issued and outstanding shares in a company listed on a recognized exchange that operatesdefinition of Cause hereunder (i.e. failure to meet performance expectations of the Board), in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach the non-competition requirement of this Section 7.27 shall not apply.

Non-Competition. During In consideration of the Restricted PeriodCorporation's entering into this Agreement: 7.1 Employee agrees that during the Term hereof and, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position the event Employee voluntarily terminates his employment or capacity that is the same or substantially similar Corporation terminates Employee's employment for cause, prior to the position the Employee held at, or the capacity in which the Employee performed duties for, the Companyexpiration of one (1) year following such termination of Employee's employment, or (ii) in a position or capacity in which the event Employee is likely terminated for reasons other than for cause, then for such period (not to use exceed one (1) year) as the Corporation continues to pay Employee's base salary to him, he will not without the Corporation's prior written consent, directly or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise indirectly own, manage, operate, join, control, adviseparticipate in, perform any services for, invest in, or participate otherwise be connected with, in any manner, whether as an officer, director, employee, consultant, partner, investor or otherwise, any business entity which is engaged in the ownershipdesign, management, operation manufacture and/or sale of any gaming devices or control of, or be connected any business entity which is engaged in any manner with other business in which the Corporation or any of its Affiliates is engaged. Nothing herein contained shall be deemed to prohibit Employee from investing his funds in securities of a company if the securities of such company are listed for trading on a national stock exchange or traded in the over-the-counter market and Employee's holdings therein represent less than five (where such connection is competitive with the business 5) percent of the Company)total number of shares or principal amount of other securities of such company outstanding. 7.2 Employee agrees that Employee will not, any Competing Business, during the Term hereof or prior to the expiration of one (c1) acquire (through merger, stock purchase or purchase of all or substantially all year following the termination of the assets or otherwise) Employee's employment for any reason, without the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) written consent of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in partCorporation, directly or indirectly indirectly, by action alone or in concert with others, induce or influence, or seek to induce or influence any person who is engaged by the Corporation or any of its Affiliates as a Competing Businessan employee, this agent, independent contractor or otherwise, to terminate his employment or engagement, nor shall not constitute a breach of this Section 7.2.Employee, directly or indirectly, through any other person, firm or corporation, employ or engage, or solicit for employment or engagement, or advise or recommend to any other person or entity that such

Non-Competition. During the Restricted Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for In view of the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that unique and valuable services it is the same or substantially similar expected Employee will render to the position LDI Companies, Employee's knowledge of the Employee held atcustomers, or the capacity in which the Employee performed duties fortrade secrets, the Company, or (ii) in a position or capacity in which the Employee is likely and other proprietary information relating to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the CompanyCompany and its customers and suppliers and similar knowledge regarding the LDI Companies it is expected Employee will obtain, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not during the period he is employed by any of the LDI Companies under this Agreement or otherwise Participate In (hereinafter defined in this Section 6) any other business or organization, whether or not such business or organization now is or shall then be competing with, or now is or shall then be of a nature similar to, the business of any of the LDI Companies, and, (ii) subject to the last sentence of this Section 6(a), for a period of six (6) months after he ceases to be employed by any Competing Businessof the LDI Companies under this Agreement or otherwise, he will not compete with, or Participate In any other business or organization which during such six-month period competes with, either the Company or any of the other LDI Companies for which Employee renders services hereunder, with respect to any product or service sold or activity engaged in up to the time of such cessation in any geographical area in which at the time of such cessation such product or service is sold or activity engaged in, except that in each case the provisions of this Section 6(a) will not be deemed breached merely because Employee owns not more than 5% of the outstanding common stock of a corporation, if, at the time of its acquisition by Employee, 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. Notwithstanding clause (ii) above, if either (x) the Company terminates Employee's employment under this Agreement or otherwise for reasons other than those described in Section 10(a), (ii), (iii) or (iv) hereof, or (cy) acquire Employee terminates his employment with the Company under this Agreement or otherwise prior to Marc▇ ▇▇, ▇▇▇▇, ▇▇, (through merger, stock purchase ▇) ▇▇ or purchase of all or substantially all before scheduled expiration of the assets Employment Period (i.e., March 31, 2001), Employee is not offered a new contract of employment with the Company (or otherwiseLDI Wireless, as the case may be) on equal or better terms, taken as a whole, than as set forth herein, then in any such case the ownership of, or any equity interest in, any Person if restrictions set forth in this Section 6(a) shall not apply from and after the annual revenues effective date of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2termination.

Non-Competition. During the Restricted Period, the Employee (a) The Executive shall not at any time within a period of one year from the date of termination of his employment hereunder for any reason whatsoever unless with the prior written consent of the Company, (and shall cause the Employee’s controlled affiliates not toi) directly or indirectly indirectly, whether as principal, servant, agent or consultant, canvass, solicit or entice or endeavor to entice away from the Company (including through which term for purposes of this Section 6 means and includes any and all of the Employee’s respective controlled affiliates or otherwise, including as a Company's subsidiaries of affiliates) any director, officerofficer or employee of the Company, equityholderor (ii) directly or indirectly, partner, consultant, employer, employee, proprietor, whether as principal, servant or agent or in any other capacity whatsoever carry on or be engaged or interested in any business within the United States and Scotland carrying on trade ("the trade") as manufacturer, assembler, designer, installer, developer, producer, dealer in, agent for or distributor of electronic products and assemblies, such as but not limited to conventional and molded cables and wire harnesses and printed circuit-boards, electro-mechanical assemblies and products, plastic insert and injection molded products, and other related services or products (collectively "Products") of the Company in competition with the Company, competition to mean those Products then produced and marketed with customers as that term is used and defined herein, provided, the Executive shall be entitled to invest and/or own up to 5% of the equity of any such business; or (iii) directly or indirectly, whether as principal, servant or agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative solicit or otherwise), either seek to obtain for the Employee himself or for any other Person in person, firm or corporation by whom he is employed or with whom he is associated, the Restricted Territorybusiness of or act as principal, (a) perform duties, carry out activities, provide servicesservant or agent for, or directly or indirectly accept any benefit, whether in money or otherwise engage infrom any business in connection with the trade conducted for any person, for firm or corporation, which either at the Employee’s own benefit date of termination of his employment or for at any time during the benefit 36 months immediately preceding such termination, is or was a customer of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Company, provided that such restriction applies only with respect to Products produced and marketed within such 36 month period by the Company for that customer; and provided further (A) for the purpose of this clause the expression "customer" shall be deemed to include a prospective customer whose business was the subject of negotiation with the Company or any of its subsidiaries or affiliates at any time within a period of 12 months prior to the termination of the Executive, and (iiB) in a position the event the Executive, directly or capacity indirectly, receives any benefit, whether in which the Employee is likely money or otherwise as aforesaid, at or in respect of any time during said non-compete period of one year he shall, without prejudice to use any other rights or disclose remedies available to the Company’s confidential information or trade secrets , be bound forthwith to or on behalf account for and make payment to the Company in respect to such benefit, and (C) for the purpose of this clause the Executive acknowledges and agrees that where multinational companies are customers of the Company the restrictions herein contained shall have effect in relation to such Competing Business, multinational companies in whatever country they are located. (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business Each of the Company), any Competing Business, or foregoing obligations shall be deemed to be separate and severable obligations and each of said obligations shall be construed accordingly. (c) acquire (through mergerWhile the foregoing restrictions are considered by the parties to be reasonable in all the circumstances, stock purchase it is agreed that if any of such restrictions shall be held to be void or purchase of all or substantially all ineffective for whatever reason but would be held to be valid and effective if part of the assets wording thereof were deleted or otherwise) the ownership ofperiods thereof reduced or the area thereof reduced in scope, or any equity interest in, any Person if the annual revenues of said restrictions shall apply with such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued modifications as may be necessary to make them valid and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2effective.

Non-Competition. During 3.1 DOLEV acknowledges that the Restricted PeriodFee that he is entitled to receive pursuant to the services Agreement and the Term thereof comprise a special compensation for his undertaking under this Section 3. In order to enable the Company to effectively protect its Confidential Information, DOLEV agrees and undertakes that: during the term of this agreement and for a period of one (1) year thereafter, the Employee Executive shall not (and shall cause not, unless acting pursuant hereto or with the Employee’s controlled affiliates not to) prior written consent of the Board of Directors of the Company, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, indirectly: (a) solicit business from or perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third partyservices for, any Competing Business in persons, company or other entity which at any time during the Restricted Territory (i) in period that DOLEV has provided services to the Company is a position client, customer of the Company or capacity that is prospective customer of Company if such business or services are of the same general character as those engaged in or substantially similar to performed by the position Company (as used herein, the Employee held atterm “prospective customer” shall mean any persons, company or the capacity in other entity with which the Employee performed duties for, Company had conducted sales or marketing activities within the Company, or prior six (ii6) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, months); (b) otherwise solicit for employment or in any other fashion hire any of the employees of the Company; (c) own, manage, operate, controlfinance, advisejoin, control or participate in the ownership, management, operation operation, financing or control of, or be connected as an employee, consultant, officer, director, executive, partner, principal, agent, representative, consultant or otherwise with any business or enterprise engaged in any manner with (where such connection is competitive with the business of designing, developing, and implementing software products designed for airport and baggage handling security screening (the Company“Business”), provided, however, that this sub-section shall not be-construed to prohibit the ownership by Dolev of not more than 5% of any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all class of the assets outstanding equity securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that Dolev has no active roll in such corporation. (d) use or otherwisepermit his name to be used in connection with, any business or enterprise engaged in the Business; or (e) use the ownership of, name of the Company or any equity interest inname similar thereto, any Person if the annual revenues but nothing in this clause shall be deemed, by implication, to authorize or permit use of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, name after expiration of such Person’s or entity’s total consolidated annual sales (based on period; In the most recent full fiscal year revenues of such person or entity). Notwithstanding event that the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach provisions of this Section 7.2should ever be adjudicated to exceed the time, geographic, service or product limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or product limitations permitted by applicable law. 3.2 DOLEV specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, property and Confidential Information of the Company, and the operations and business of Company; and (ii) the time duration of the protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or other business interests of Company. Nevertheless, if any one or more of the terms contained in this Section 3 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law.

Non-Competition. During (a) In the event of termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason and for a period equal to the number of months of Base Salary paid pursuant to Section 4(d)(ii) or Section 4(d)(v) herein (whether or not a lump sum is elected), whichever is applicable, (the "Restricted Period"), the Employee Executive shall not (and shall cause the Employee’s controlled affiliates not toi) directly or indirectly (including through indirectly, for his own account or for the Employee’s respective controlled affiliates or otherwiseaccount of others, including as a an officer, director, officerstockholder, equityholderowner, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisorpromoter, consultant, lendermanager or otherwise participate in the promotion, representative financing, ownership, operation, or otherwisemanagement of, or assist in or carry on through a proprietorship, corporation, partnership or other form of business entity or otherwise the, location development, mining and processing of coal (the "Business"), either for within the Employee United States or for any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity country in which the Employee performed duties for, Company is conducting or is actively planning to conduct Business as of the Companydate of such termination, or (ii) solicit or contact in an effort to do business with any person who was a position customer of the Company during the term of this Agreement, or capacity any affiliate of any such person, if such solicitation or contact is in which the Employee is likely to use or disclose competition with the Company’s confidential information . Provided, however, that the Executive may, after the Termination Date, elect not to be subject to the restrictions of the previous sentence by delivering written notice to the Company, delivered as provided in Section 10, irrevocably waiving his right to any future payment of amounts otherwise owing to him under Sections 4(d)(ii) or trade secrets Section 4(d)(v) whichever is applicable. Any violation of the provisions of the first sentence hereof shall cause the Executive to forfeit all right to further compensation under Section 4(d)(ii) or 4(d)(v) above as applicable. Nothing in this Section 6 shall prohibit the Executive from acquiring or holding any issue of stock or securities of any person that has any securities registered under Section 12 of the Securities Exchange Act of 1934 as amended, listed on behalf a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc. so long as (x) the Executive is not deemed to be an "affiliate" of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate person as such term is used in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Business, or paragraphs (c) acquire and (through mergerd) of Rule 145 under the Securities Act of 1933, stock purchase or purchase of all or substantially all of the assets or otherwiseas amended, and (y) the ownership ofExecutive, members of his immediate family or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (persons under his control do not own or Competing Businesses) are hold more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach any voting securities of any such person. The provisions of clause (i) of this Section 7.26(a) shall not be effective as to any termination that occurs as a result of and within one hundred eighty (180) days of a Change in Control. (b) During the period of his employment and for one year thereafter, the Executive shall not, whether for his own account or for the account of any other person (excluding the Company), solicit or induce any of the Company's employees to leave their employment with the Company or accept employment with anyone else or hire any such employees. (c) The Executive has carefully read and considered the provisions of this Section 6 and, having done so, agrees that the restrictions set forth in this Section 6 (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. The Executive understands that the restrictions contained in this Section 6 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.

Non-Competition. During the Restricted Period, the Employee shall not (and shall cause the Employee’s controlled affiliates not to) directly or indirectly (including through the Employee’s respective controlled affiliates or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative or otherwise), either for the Employee or for any other Person in the Restricted Territory, (a) perform dutiesAs an inducement to Bentley, carry out activitiesand recognizing that Bentley would not have entered into this Agreement and the Collateral Documents without the Non-Competition Covenants, provide servicesno Stockholder nor any Affiliate thereof shall, directly or otherwise engage inindirectly, for until two (2) years from the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory Closing Date: (i) engage, anywhere in a position the Territory, in developing, publishing, marketing, selling or capacity supporting software useful in any civil engineering market (including, without limitation, the transportation, road, bridge, site and subdivision development, and survey and structures markets) that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties forcompetition with any software product offered by Bentley, the Company, the Surviving Corporation or their Affiliates (collectively, the "Bentley Entities") or planned to be offered by any Bentley Entity, or to provide anywhere in the Territory any service substantially similar to or in competition with any service offered by any Bentley Entity; (ii) in be or become a position shareholder, director, partner, owner, officer, employee or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control agent of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Businessconsultant to, or (c) acquire (through mergergive financial or other assistance to, stock purchase Autodesk, Inc. or purchase of all Intergraph Corporation or substantially all of the assets or otherwise) the ownership ofany other Person engaged in, or any equity interest considering in engaging in, any Person if such activities other than the annual revenues of Bentley Entities following the Effective Time; provided, however, that nothing herein shall prohibit such Person Stockholder from owning, as a Competing Business (or Competing Businesses) are more than five passive investor, up to one percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (21%) of the issued and outstanding shares in a company listed on a recognized exchange that operatespublicly traded stock of any corporation so engaged; (iii) seek, in whole competition with the Bentley Entities, to procure orders from, purchase any product from or do business with, any customer or supplier thereof; (iv) solicit, or contact with a view to the engagement or employment of, an employee of the Bentley Entities; (v) seek to contract with or engage (in partsuch a way as to adversely affect or interfere with the Bentley Entities) any Person who has been contracted with or engaged to manufacture, directly assemble, supply or indirectly deliver products, goods, materials or services to the Bentley Entities; or (vi) engage in or participate in any effort or act to induce any of the customers, associates, consultants, partners, or employees of the Bentley Entities to take any action which might be disadvantageous to the Bentley Entities. The foregoing covenants are collectively referred to herein as the "NON-COMPETITION COVENANTS." (b) Each of the Stockholders agrees that a Competing Businessviolation of any of the Non-Competition Covenants will cause irreparable damage to the Bentley Entities and that it is and will be impossible to estimate or determine the damage that will be suffered by the Bentley Entities in the event of a breach by a Stockholder of any such covenant. Therefore, each Stockholder further agrees that the Bentley Entities and/or any non-violating Stockholder shall be entitled to an injunction out of any court of competent jurisdiction, restraining any further violation of such covenant or covenants by such Stockholder, his or her employer, employees, partners, agents or other associates, or any of them, such right to an injunction to be cumulative and in addition to whatever other remedies the Bentley Entities may have. (c) The invalidity of any one or more of the provisions contained in this Section 8.3 shall not affect the enforceability of the remaining portions of this Section. If one or more of the provisions contained in this Section shall be invalid, this Section shall be construed as if such provision had not constitute been inserted, and if such invalidity should be caused by the length of any period of time or the size of any area set forth in this Section, such period of time or such area, or both, shall, without need of further action by any party hereto, be deemed to be reduced to a breach period or area that will cure such invalidity. (d) The period set forth in Section 8.3(a) shall be extended by the duration of this Section 7.2any violation of such provision by a Stockholder with respect to such violating Stockholder.

Non-Competition. During 12.3.1. In consideration for a special compensation in the Restricted Periodnet amount (taking into account any tax or levy imposed on the Employee in connection with such special compensation under any applicable law, which taxes or levies shall be paid by the Company (and to the extent such taxes were paid and borne by the Employee due to the Company’s failure to do so, then the Company shall reimburse the Employee for such payment)) of US$ 1,000,000 (One Million United States Dollars) which shall be paid to the Employee on the Effective Date of this Agreement, and in order to enable the Company to effectively protect its Proprietary Information, the Employee shall not agrees and undertakes that: 12.3.1.1. he will not, during the term of this Agreement and for a period of forty (and shall cause the Employee’s controlled affiliates not to40) months following termination thereof for whatever reason, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including as a director, officer, equityholderowner, partner, consultantjoint venturer, employerstockholder, employee, proprietorservice provider, broker, agent, principal, agentcorporate officer, managerdirector, franchisee, franchisor, distributor, advisor, consultant, lender, representative licensor or otherwise), either for the Employee or for in any other Person in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise capacity whatever engage in, for become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities competing with products or services offered by the Company during Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, employment with the Company, or which are anticipated, as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he has no active role in the publicly owned and traded company as director, employee, consultant or otherwise. 12.3.1.2. during the term of this Agreement and for a period of 12 months following its termination, he will not, (i) directly or indirectly, including personally or in any business in which he is an officer, director or shareholder, for any purpose or in any place, employ any person employed by the Company or retained by the Company as a consultant on the date of such termination or during the preceding six months; or (ii) solicit from the clients of the Company any business in a position or capacity competition with the Company that involves activities in which the Company was engaged or had already planned to be engaged during the term of the employee’s employment. 12.3.2. The Employee is likely specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to use or disclose protect the Company’s confidential information or trade secrets to or on behalf of such Competing Businessgoodwill, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business property and Proprietary Information of the Company), any Competing Business, or and the operations and business of Company; and (cii) acquire (through merger, stock purchase or purchase of all or substantially all the time duration of the assets protective covenants is reasonable and necessary to protect the goodwill and the operations and business of Company, and does not impose a greater restrain than is necessary to protect the goodwill or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues other business interests of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)Company. Notwithstanding the foregoingNevertheless, if the Employee holds a passive investment representing no any one or more than two percent (2%) of the issued and outstanding shares terms contained in this Section 12.3 shall for any reason be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2manner to enable it to be enforced to the extent compatible with applicable law.

Non-Competition. During The Executive covenants and agrees that, during the Restricted PeriodExecutive’s employment hereunder and for a period of one (1) year thereafter (to the extent permitted by law), the Employee shall Executive will not (and shall cause at any time, in the Employee’s United States or any other jurisdiction in which the Company, the Parent or their respective corporate controlled affiliates not to) directly is engaged or indirectly (including through the Employee’s respective controlled affiliates has reasonably firm plans to engage in business, whether as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, partner, agent, or otherwise, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manager, franchisee, franchisor, distributor, advisor, consultant, lender, representative alone or otherwise), either for the Employee or for in association with any other Person in the Restricted Territoryperson, (a) perform dutiesfirm, carry out activities, provide servicescorporation, or otherwise business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the Parent, or any of their corporate controlled affiliates is engaged (a “Competing Business”), where Executive’s position or service for such Competing Business relates to Executive’s positions with or the types of services performed by the Executive for the Employee’s own benefit Company, the Parent, or for any of their corporate controlled affiliates, or is otherwise competitive with the benefit Company’s, the Parent’s, or any of any third partytheir corporate controlled affiliates’ products or services provided, any Competing Business in however, that the Restricted Territory foregoing will not prohibit the Executive from (i) serving on a board of directors (or comparable bodies) of other entities where the Parent has given prior permission, (ii) after the occurrence of both a Change of Control (as defined in Section 11) and the termination of the Executive’s employment, being employed by (A) a position or capacity campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, provided, that the Executive is not predominantly engaged in supporting the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Companyonline education, or (iiB) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive with the business of the Company), any Competing Businessan online learning company that does not provide higher education, or (ciii) acquire (through mergerserving as a faculty member, stock purchase “scholar in residence” or purchase of all or substantially all of similar academic position, provided, that the assets or otherwise) the ownership ofExecutive does not engage in administrative matters, or any equity interest in, any Person if the annual revenues of such Person from other than to a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity)de minimis extent. Notwithstanding the foregoing, if the Employee holds a passive investment representing no more ownership by the Executive of less than two one percent (21%) of the issued and outstanding shares in a company stock of any corporation listed on a recognized national securities exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute be deemed a breach violation of this Section 7.28(a).

Non-Competition. During (i) Executive acknowledges that he is currently an employee of the Restricted PeriodCompany and Executive agrees in consideration of (x) Executive’s employment as Chief Financial Officer of the Company and the Executive’s receipt of, access to and exposure to Confidential Information or Trade Secrets herewith and (y) during the Employee Employment Period the receipt of, access to and exposure to Confidential Information or Trade Secrets and the Company’s provision of specialized training that during the Employment Period and for a period of one year following Executive’s Date of Termination with Company for any reason, Executive shall not (and shall cause the Employee’s controlled affiliates not to1) compete or engage in any business, directly or indirectly indirectly, with Company or its Affiliates in the seismic data or similar business of the Company or of its Affiliates in any geographical area where the Company or its Affiliates have or solicited any business or at any time during the two (including through 2) years had any business preceding Date of Termination (the Employee’s respective controlled affiliates or otherwise“Area of No-Compete”) as an individual, including as a owner, investor, partner, shareholder, director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manageremployee, franchisee, franchisor, distributor, advisortrustee, consultant, lenderor in any relationship or capacity, representative (2) without limiting the foregoing, solicit or otherwise)negotiate, either for or manage, supervise or direct others in the Employee solicitation or negotiation of, any contract or agreement that constitutes or would constitute engaging in competition with the seismic data business in the portions of the Area of No-Compete, or (3) solicit, take away, attempt to solicit or take away, or do any act the foreseeable consequences of which would lead to the solicitation or taking away of any marketing prospects, projects or customers of Company’s business in the Area of No-Compete. (ii) For a period of one year following the Executive’s Date of Termination with Company for any other Person reason, Executive shall not, directly or indirectly, solicit for employment, employ or be in business in any form with, directly or indirectly, in the Restricted Territory, (a) perform duties, carry out activities, provide services, seismic data or otherwise engage in, for similar business of the Employee’s own benefit or for the benefit of any third partyCompany, any Competing Business in the Restricted Territory employee (i) in a position employed by Company or capacity that is Affiliates or who was so employed within the same or substantially similar two-year period immediately prior to the position the Employee held at, or the capacity in which the Employee performed duties for, the Companysuch termination, or (ii) in knowingly solicit or encourage any employee to leave the employ of the Company or its Affiliates. (iii) The Executive agrees that for a position period of one year following Date of Termination he will not solicit or capacity in which encourage any customer of the Employee is likely Company or any of its Affiliates to use reduce or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control of, or be connected in any manner with (where such connection is competitive cease its business with the business Company or any such Affiliate or otherwise knowingly interfere with the relationship of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, Company or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2Affiliate with its customers.

Non-Competition. During the Restricted Period(a) Except as provide in paragraph (d) below, the Employee shall not Executive agrees that for a period commencing as of the date of employment of the Executive by the Company and running through the earlier of (and shall cause i) the Employee’s controlled affiliates not toend of the Employment Period if the Executive remains employed by the Company for the entire Employment Period or (ii) one year following termination of the Executive's employment by the Company for any reason, whether by action of the Executive or the Company (the "Non-Competition Period"), the Executive will not, except as otherwise provided herein, engage or participate, directly or indirectly (including through the Employee’s respective controlled affiliates or otherwiseindirectly, including as a director, officer, equityholder, partner, consultant, employer, employee, proprietor, principal, agent, manageremployee, franchisee, franchisor, distributor, advisoremployer, consultant, lenderstockholder, representative partner or otherwise), either for the Employee or for in any other Person individual capacity whatsoever, in the Restricted Territory, (a) perform duties, carry out activities, provide services, or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties planning for, the Company, or (ii) in a position or capacity in which the Employee is likely to use or disclose the Company’s confidential information or trade secrets to or on behalf of such Competing Business, (b) otherwise own, manage, operate, control, advise, or participate in the ownership, management, operation or control conduct of, or management of, or own any stock or any other equity investment in or debt of, any business which is competitive with any business conducted by the Company. The Non-Competition Period will cease if the Company fails to make any severance payment required in Section 4 above. For the purpose of this Agreement, a business shall be connected in any manner with (where such connection is considered to be competitive with the business of the Company), Company only if such business is engaged in providing services (i) similar to (x) any Competing Business, service currently provided by the FPG of the Company or provided by the FPG of the Company during the Employment Period; (y) any service which evolves from or results from enhancements in the ordinary course during the Non-Competition Period to the services provided by the FPG of the Company as of the date thereof or during the Employment Period; or (cz) acquire (through merger, stock purchase or purchase of all or substantially all any future service of the assets or otherwise) FPG of the ownership of, or any equity interest in, any Person if Company as to which the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or Executive materially and substantially participated in the aggregatedesign or enhancement, of such Person’s or entity’s total consolidated annual sales and (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%ii) to customers and clients of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach type served by the FPG of this Section 7.2the Company during the Non-Competition Period.

Non-Competition. During 8.1 The Employee acknowledges that the Restricted Periodservices to be rendered by him to the Company are of a special and unique character. The Employee agrees that, in consideration of his employment hereunder, the Employee shall not will not, (and shall cause a) during the term of this Agreement so long as he is employed pursuant to this Agreement (provided, however, that (L) if the Employee’s controlled affiliates not to's employment pursuant to this Agreement is terminated for due cause (as defined in Section 6.3), or (M) if the Employee voluntarily resigns his position under this Agreement prior to the end of its term or (N) if at the end of the term of this Agreement, there is no renewal of this Agreement or (O) if the Employee's employment is terminated by the Company pursuant to Section 6.4 hereunder subsequent to January 15, 2000, then the length of this non-competition covenant shall be for an additional period of two years from the date of such termination of the Employee's employment), directly or indirectly indirectly, (including through the Employee’s respective controlled affiliates w) engage, whether as principal, agent, investor, distributor, representative, stockholder, employee, consultant, volunteer or otherwise, including with or without pay, in any activity or business venture, which is competitive with the Business (as defined in the Purchase Agreement (as hereinafter defined)) on the date hereof or any other business of the Company which the Employee has operational or administrative responsibility for during his employment with the Company, (x) solicit or entice or endeavor to solicit or entice away from any member of the Company Group any person who was or is at the time of solicitation, a director, officer, equityholder, partner, consultant, employer, employee, proprietoragent or consultant of such member of the Company Group, principalon the Employee's own account or for any person, agentfirm, managercorporation or other organization, franchiseewhether or not such person would commit any breach of such person's contract of employment by reason of leaving the service of such member of the Company Group, franchisor, distributor, advisor, consultant, lender, representative (y) solicit or otherwise)entice or endeavor to solicit or entice away any of the clients or customers of any member of the Company Group, either for on the Employee Employee's own account or for any other Person in the Restricted Territoryperson, (a) perform dutiesfirm, carry out activities, provide services, corporation or otherwise engage in, for the Employee’s own benefit or for the benefit of any third party, any Competing Business in the Restricted Territory (i) in a position or capacity that is the same or substantially similar to the position the Employee held at, or the capacity in which the Employee performed duties for, the Companyorganization, or (iiz) in employ any person who was or is at the time of solicitation, a position director, officer or capacity in which employee of any member of the Employee Company Group or any person who is or may be likely to use or disclose the Company’s be in possession of any confidential information or trade secrets relating to the business of any member of the Company Group, or on behalf of such Competing Business, (b) otherwise ownat any time take any action or make any statement the effect of which would be, managedirectly or indirectly, operate, control, advise, to impair the goodwill of any member of the Company Group or participate in the ownership, management, operation business reputation or control ofgood name of any member of the Company Group, or be connected otherwise detrimental to the Company, including any action or statement intended, directly or indirectly, to benefit a competitor of any member of the Company Group. Notwithstanding anything to the contrary contained in this Section 8, it is understood and agreed that the Employee shall be permitted, subsequent to any termination of his employment with the Company, to work in a managerial, sales and/or marketing position for a pharmaceutical company. For purposes hereof, the "Company Group" shall mean, collectively, the Company and the Company's subsidiaries, affiliates and parent entities operating in the same lines of business. 8.2 The Employee and the Company agree that if, in any manner with (where proceeding, the court or authority shall refuse to enforce the covenants herein set forth because such connection is competitive covenants cover too extensive a geographic area or too long a period of time or any other reason, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 8.3 The Employee expressly acknowledges and agrees that the covenants and agreements set forth in this Section 8 are reasonable in all respects, and necessary in order to protect, maintain and preserve the value and goodwill of the Company Group, as well as the proprietary and other legitimate business interests of the members of the Company Group. The Employee acknowledges and agrees that the covenants and agreements of the Employee set forth in this Section 8 constitute a significant part of the consideration given by the Employee to the Company in exchange for the salary and benefits provided for in this Agreement, and are a material reason for such payment, although in no event shall the Employee be obliged or requested to return any salary or benefits unless any breach by the Employee of the covenants and agreements of the Employee set forth in this Section 8 shall include the Employee's association (as employer, joint venturer, etc.) with any of the current or former employees of the Company in a competitive endeavor or the Employee's servicing or doing business with any of the customers or clients of the Company), any Competing Business, or (c) acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of, or any equity interest in, any Person if the annual revenues of such Person from a Competing Business (or Competing Businesses) are more than five percent (5%), individually or in the aggregate, of such Person’s or entity’s total consolidated annual sales (based on the most recent full fiscal year revenues of such person or entity). Notwithstanding the foregoing, if the Employee holds a passive investment representing no more than two percent (2%) of the issued and outstanding shares in a company listed on a recognized exchange that operates, in whole or in part, directly or indirectly as a Competing Business, this shall not constitute a breach of this Section 7.2.