Common use of Non-Competition Clause in Contracts

Non-Competition. In exchange for the consideration 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 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 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 substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for During the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Period and for a period of six one (61) months year after he the expiration or termination of Executive’s employment, whether by resignation or otherwise (except if Executive’s employment is no longer employed terminated 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 without Cause or by Executive for Good Reason or by an Accelerated Resignation or ends on the date End of termination Term Date due to a Non-Renewal Notice or ends due to the failure of Employeea Successor Employer to assume and be bound by this Agreement), Employee will Executive shall not, without the prior written consent of the Board, directly or indirectly, either as an individualenter into the employment of, 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 ofrender any services to, invest in, provide consulting services to lend money to, engage, manage, operate, own or in any way engage in any 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 substantial extent with the Company; or b. provide, sell, otherwise offer to sell, lease, offer to leaseother assistance to, 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 controlparticipate in, 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire as an officer, director, employee manager, employee, principal, proprietor, representative, stockholder, member, partner, associate, consultant or individual who has terminated employment otherwise, any person or entity that competes, plans to compete or is considering competing with the CompanyCompany in any business of the Company existing or proposed at the time Executive shall cease to perform services hereunder (a “Competing Entity”) in any state or with respect to any region of the United States, and Company consent will not be unreasonably withheld. e. The geographical area within in either case in which the non-competition obligations and covenants of the Agreement shall apply is that territory within two hundred Company conducts material operations (200) miles of (i) any defined as accounting for 10% or more of the Company's present offices’s revenue), (ii) any or owns assets the value of which totals 10% or more of the total value of the Company's present rig yards and ’s assets, at any time during the term of this Agreement (iii) any additional location where collectively, 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 definitive plans to locate an office or a rig yard“Territory”). Notwithstanding the foregoing, if Executive shall be permitted to own up to a five percent (5%) equity interest in a publicly traded Competing Entity. If Executive’s employment ends due to an Accelerated Resignation, the two hundred (200) mile radius extends into another country or its territorial waters and post-termination restriction pursuant to this subsection shall continue after the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryDate of Termination until the End of Term Date.

Non-Competition. In exchange for For and in consideration of the transactions contemplated by the Merger Agreement and the consideration described above in Section 5.01the Executive will receive as a result thereby, Employee Executive hereby agrees that as follows: (a) Executive shall not during the period of his employment by or with the Company and for the Applicable Period (defined 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) engage, as an officer, director, manager, member, shareholder, owner, partner, joint venturer, trustee, or in a period managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor, or as a sales representative, in an entity that designs, researches, develops, markets, sells or licenses products or services that are substantially similar to or competitive with the business of the Company that is located within seventy-five (75) miles of any market 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 (24) months has been, an employee of the Company, for the purpose, or with the 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 other person or entity, unless any such person was terminated by the Company more than six (6) months after he prior thereto; (iii) call upon any person who, or entity that is no longer employed by the Company (unless his employment is terminated after then or that has been within one year prior to that time, 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 will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) customer of the outstanding shares Company, for the purpose of a corporation whose shares are listed on a stock exchange soliciting or traded selling products or services 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 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 substantial extent competition with the Company; or b. provide(iv) call upon any prospective acquisition or investment candidate, sellon the Executive’s own behalf or on behalf of any other person or entity, offer which candidate was known by Executive to sellhave, leasewithin the previous twenty-four (24) months, offer to lease, been called upon by the Company or solicit any orders for any products or services which the Company provided and with regard made an acquisition or investment analysis or contemplated a joint marketing or joint venture arrangement with, for the purpose of acquiring or investing or enticing such entity into a joint marketing or joint venture arrangement. For purposes of this Section 5: · the term “Company” shall be deemed to which Employee had 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 include the Company, (ii) compete with the business of the Company▇▇▇▇▇▇ ▇▇, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, LIBB and Company consent will not be unreasonably withheld. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.respective subsidiaries; and

Non-Competition. In exchange for (i) From the consideration described above in Section 5.01, Employee agrees that during his employment with date hereof while employed by the Company and for a twelve (12) month period of six (6) months after he is no longer following the date you cease to be 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“Restricted Period”), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) irrespective of the outstanding shares cause, manner or time of a corporation whose shares are listed any termination, you shall not use your status with any Company to obtain loans, goods or services from another organization on a stock exchange terms that would not be available to you in the absence of your relationship to the Company. (ii) During the Restricted Period, you shall not make any statements or traded in accordance with perform any acts intended to or which may have the automated quotation system effect of advancing the interest of any Competitors 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 Company or in any way engage injuring the interests of the Company and the Company shall not make or authorize any person to make any statement that would in any way injure the personal or business which reputation or interests of you; provided however, that, nothing herein shall preclude the Company or you from giving truthful testimony under oath in response to a subpoena or other lawful process or truthful answers in response to questions from a government investigation; provided, further, however, that nothing herein shall prohibit the Company from disclosing the fact of any termination of your employment or the circumstances for such a termination. For purposes of this agreement, the term “Competitor” means any enterprise or business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity that competes with the businesses conducted during or at the termination of your employment, or then proposed to be conducted, by the Company in a manner that is or would be material in relation to the businesses of the Company or the prospects for the businesses of the Company (i) is primarily engaged in the drilling and workover each case, within 100 miles of oil and gas ▇▇▇▇▇ within the any geographical area described in Section 5.02(ewhere the Company manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services). During the Restricted Period, you, without prior express written approval by the Orbitz Board of Directors, shall not (A) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to leaseengage in, or solicit any orders directly or indirectly (whether for any products compensation or services which the Company provided and with regard to which Employee had direct or indirect supervision otherwise) manage, operate, or control, within one or join or participate in the management, operation or control of a Competitor, in any capacity (1) year preceding Employee's termination of employmentwhether as an employee, 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, partner, consultant, agent, advisor, or otherwise) or (B) develop, expand or promote, or assist in the development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any time after the end of the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. You acknowledge that the Company’s businesses are conducted nationally and internationally and agree that the provisions in the foregoing sentence shall operate throughout the United States and the world (subject to the definition of “Competitor”). (iii) During the Restricted Period, you, without express prior written approval from the Orbitz Board of Directors, shall not solicit any members or the then current clients of the Company for any existing business of the Company or discuss with any employee of the Company information or other individual operations of any business intended to compete with the Company. (iiv) leave his During the Restricted Period, you shall not interfere with the employees or her employment affairs of the Company or position solicit or induce any person who is an employee of the Company to terminate any relationship such person may have with the Company, (ii) compete nor shall you during such period directly or indirectly engage, employ or compensate, or cause or permit any Person with the business which you may be affiliated, to engage, employ or compensate, any employee of the Company. (v) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or (iii) violate the terms other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided, that ownership of less than 5% 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 class of any officer, director, employee or any other individual holding equity interest in a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will publicly held company shall not be unreasonably withhelddeemed a Proprietary Interest. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for a. Executive acknowledges and recognizes the consideration described above in Section 5.01, Employee agrees that during his employment with highly competitive nature of the businesses of the Company and accordingly agrees as follows: (i) During the Employment Term and, for a period of six (6) months after he is no longer one year following the date Executive ceases to be employed by the Company (unless his the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization engaged in a Competitive Business (as defined below), directly or indirectly solicit or assist in soliciting on behalf of any entity engaged in a Competitive Business, the business of any client or prospective client: (A) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one-year period immediately preceding Executive’s termination of employment; or (C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment. (ii) During the Restricted Period, Executive will not directly or indirectly: (A) engage in a Competitive Business; (B) enter the employ of, or render any services to, any person or entity (or any division of any person or entity) who or which engages in a Competitive Business; provided that Executive shall not be prohibited from rendering any services to any company that derives less than 10% of its revenues from a Competitive Business (a “Permitted Company”), if such services or employment relate solely to a business of the Company that is terminated not in competition with a Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; provided, however, a Competitive Business shall not include a Permitted Company, or (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company and customers, clients, suppliers partners, members or investors of the Company of which it is reasonable to expect that Executive is aware. (iii) For purposes of this Agreement, “Competitive Business” means the development, manufacture, license, sale or provision of products or services that the Company currently, or at any time during the Employment Term, sells, manufactures, licenses or provides, or has specific plans to do so, including without limitation styrenic block copolymers made by anionic polymerization. (iv) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in a Competitive Business which is publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such person. (v) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly: (A) solicit or encourage any employee of the Company to leave the employment of the Company; or (B) hire any such employee who was employed by the Company as of the date of Executive’s termination of employment with the Company or who left the employment of the Company coincident with, or within six months prior to or after, the termination of Executive’s employment with the Company. Notwithstanding the foregoing, following a Change in Control, Executive will not be restricted from hiring any employee who is terminated without Cause following such Change in which event there will be no covenant not to compete and Control. (vi) During the noncompete covenants and obligations herein will terminate on the date of termination of Employee)Restricted Period, Employee Executive will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up solicit or encourage to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance cease to work 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 Company any way engage in any 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 substantial extent individual consultant then under contract with the Company; or. b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which It is expressly understood and agreed that although Executive and the Company provided and with regard to which Employee had 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 consider 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, (ii) compete with the business of the Company, or (iii) 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 restrictions contained in this Section 8 to be performed byreasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or otherwise use, utilize or benefit from the services of any officer, director, employee territory or any other individual holding a position with restriction contained in this Agreement is an unenforceable restriction against Executive, the Company within two (2) years after the date provisions of termination this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Companycompetent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and Company consent will such restriction cannot be unreasonably withheld. e. The geographical area within which amended so as to make it enforceable, such finding shall not affect the non-competition obligations and covenants enforceability 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryrestrictions contained herein.

Non-Competition. In exchange for The Employee further agrees with the consideration described above in Section 5.01Company to the following provisions, all of which the Employee acknowledges and agrees that are necessary to protect the Company’s legitimate business interests. The Employee covenants and agrees with the Company that: (i) Unless otherwise agreed between the parties, the Employee shall not, during his the Employee’s employment with the Company and for a period of six (6) months after he thereafter, either directly or indirectly, engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as an owner, partner, shareholder, officer, director, employee, consultant or in any other capacity, whether or not for consideration, to any person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any material way, with the Company’s business (which includes, but is no longer employed not limited to, the business of providing technologically advanced high-value products and services to energy, mining and infrastructure sector customers, primarily in the United States), other than the ownership of five percent (5%) or less of the shares of a public company where the Employee is not active in the day-to-day management of such company. With respect to the post-employment application of this Section 1(d)(i), the restrictions shall extend only to those specific countries or provinces where the Company conducts business on the day that the Employee’s employment with the Company terminates. (ii) The Employee shall not, during the Employee’s employment with the Company and for a period of six (6) months thereafter, either directly or indirectly, (A) solicit, call on or contact any significant Customer of the Company with whom the Employee has had material contact during the Employee’s employment with the Company for the purpose or with the effect of offering any products or services of any kind offered by the Company at that time or during the Employee’s employment with the Company, (unless his B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in either of the foregoing clauses (A) through (B). (iii) During the Employee’s employment is terminated after a Change in Controlwith the Company, in which event there will be no covenant the Employee shall not to compete and own, or permit ownership by the noncompete covenants and obligations herein will terminate on Employee’s spouse or any minor children under the date parental control of termination of the Employee), Employee will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder amount in excess of up to one five percent (15%) of the outstanding shares of stock of a corporation whose shares are listed on corporation, or five percent (5%) of any business venture of any kind, which operates or conducts a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)business that competes, 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 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 substantial extent way, 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 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange During (a) the Employment Term and (b) for one year thereafter only in the consideration described above in event that such Employment Term is terminated under any of Section 5.018.1 (Voluntary Resignation), 8.2 (Partial or Total Disability) or 8.4 (Cause) hereof, the Employee agrees that during his employment shall not, unless acting as an employee pursuant hereto or with the Company and for a period prior written consent 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 will notK-Tron Board, directly or indirectly, either as an individualown, proprietormanage, stockholder (other than as a holder of up to one percent (1%) of operate, finance, join, control or participate in the outstanding shares of a corporation whose shares are listed on a stock exchange ownership, management, operation, financing 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 control of, invest in, provide consulting services to or in any way engage in any 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 substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire connected as an officer, director, employee employee, partner, principal, agent, representative, consultant or individual who otherwise with, or use or permit his name to be used in connection with, any business or enterprise engaged in the business of designing, engineering, manufacturing, marketing, selling or distributing feeding, pneumatic conveying or size reduction equipment, or in any other business then engaged in by K-Tron or any other member of the K-Tron Group, within (x) any state of the United States or the District of Columbia or (y) any other country in which K-Tron or any other member of the K-Tron Group has terminated employment with engaged in any such business within the Companyprior year or is about to engage in any such business; provided, and Company consent will however, that notwithstanding the foregoing, this provision shall not be unreasonably withheld. e. The geographical area within which construed to prohibit the non-competition obligations and covenants passive ownership by the Employee of not more than 1% of the Agreement shall apply equity of any entity which is that territory within two hundred (200) miles of (i) engaged in any of the Company's present offices, (ii) any foregoing businesses having a class of securities registered pursuant to the Company's present rig yards and (iii) any additional location where the CompanySecurities Exchange Act of 1934, as amended (the “Exchange Act”). In the event that the provisions of this Section 5 should ever be adjudicated to exceed the date of time, geographic, product or other limitations permitted by applicable law in any action taken jurisdiction, then such provisions shall be deemed reformed in violation of such jurisdiction to the non-competition obligations and covenants of the Agreementmaximum time, has an officegeographic, a rig yard, product or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countrypermitted by applicable law.

Non-Competition. In exchange Without the consent in writing of the Board, upon the Executive's Date of Termination for the consideration described above in Section 5.01any reason, Employee agrees that during his employment with the Company and Executive will not, for a period of six (6) consecutive calendar months after he thereafter, acting alone or in conjunction with others, directly or indirectly (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor or director (other than as below)) in any business in the continental United States which is no longer employed a material business conducted 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 or any of its subsidiaries on the date of termination the consummation of Employee)a Change of Control in which he has been directly engaged, Employee will notor has 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, either as an individual, proprietor, stockholder (other than as a holder during and within the scope 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 his employment with the automated quotation system Company or any 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 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 substantial extent 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 one (1) year preceding Employee's termination of employmentits subsidiaries, to curtail or from cancel their business with such companies or 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) yearthem; 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, (ii) compete with the business of the Company, or (iii) 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 byinduce, or otherwise useattempt to influence, utilize or benefit from the services any employee of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company any of its subsidiaries to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. terminate employment. The geographical area within which the non-competition obligations and covenants provisions of the Agreement shall apply is that territory within two hundred (200) miles of subparagraphs (i) any of the Company's present offices), (ii) any of the Company's present rig yards ), and (iii) any additional location where the Company, as above are separate and distinct commitments independent of each of the date other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any action taken company having securities listed on an exchange or regularly traded in violation the over-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 non-competition obligations and covenants Date of the AgreementTermination (including any successor board thereto) be deemed, has an officeof itself, a rig yard, or definitive plans to locate an office or a rig yardbe inconsistent with clause (i) of this paragraph (a). Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters The Executive and the Company agree that the value to be assigned to the obligations of the Executive under this paragraph (a) is an amount equal to fifty percent (50%) of Executive's Annual Base Salary and Recent Annual Bonus. Violation of Section 11(a) or (b) shall not then doing business in that other country, there will be no territorial limitations extending into such other countryrequire Executive to return any payment or benefit previously distributed to Executive.

Non-Competition. In exchange 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 consideration described above in Section 5.01, Employee agrees that during his employment with protection of the Company that the Employee agree, and for a period of six (6) months after accordingly, the Employee does hereby agree that 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 will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) except for the benefit of the outstanding shares Company, at any time during his employment hereunder and thereafter during the Restricted Period, as hereinafter defined, from the date of a corporation whose shares are listed on a stock exchange or traded in accordance with termination of this Agreement provided the automated quotation system of Company shall duly perform its obligations to the National Association of Securities Dealers), partner, officer, employee or otherwiseEmployee pursuant to this Agreement: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any 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 substantial extent 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 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 Become an officer, director, employee partner, associate, employee, owner, agent, creditor, independent contractor, or otherwise, or be interested in or associated with any other individual to (i) leave his EDA company, firm or her employment business engaged, in any geographical area in which the Company is engaged, in making or position 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) compete with the business of the CompanySolicit, cause or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employauthorize, directly or indirectly, permit the employment of, contract for services or work to be performed bysolicited for or on behalf of himself or third parties, or otherwise use, utilize or benefit from the services parties who were customers of any officer, director, employee or any other individual holding a position with the Company in the EDA industry at any time within two six (26) years after months prior to the date cessation of termination of his employment of Employee with hereunder, any business competitive to the business transacted by the Company or within two (2) years after with such officer, director, employee or individual terminated employment with customers in the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld.EDA industry; 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 and (iii) Accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of himself or third parties, any additional location where such business in the Company, as EDA industry from any such customers of the date of any action taken Company as defined in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.preceding subsection;

Non-Competition. In exchange for During the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Term and (i) for a three (3) year period following a termination of six (6) months after he is no longer employed the Executive's employment by the Company for Cause or a voluntary termination by the Executive without Employee Good Reason or (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and ii) for eighteen (18) months following the noncompete covenants and obligations herein will terminate on the date of termination of Employee)the Executive's employment by the Executive with Employee Good Reason or by the Company without Cause, Employee will not, the Executive shall not directly or indirectly, either as an individualwhether individually, 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)director, manager, member, stockholder, partner, officerowner, employee employee, consultant or otherwise: a. work foragent of any business, become or in any other capacity, other than on behalf of the Company or an employee ofaffiliate or successor of the Company, organize, establish, own, operate, manage, control, engage in, participate in, invest in, provide consulting permit his name to be used by, act as a consultant or advisor to, render services to for (alone or in any way engage in any 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 substantial extent association 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 one (1) year preceding Employee's termination of employment, to or from any person, firm firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise 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, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment ofengages or proposes to engage in (A) designing, contract for services engineering, manufacturing, selling or work to be performed by, distributing (x) towing systems and roof rack systems and related accessories or otherwise use, utilize or benefit from the services of any officer, director, employee or (y) any other individual holding a position 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 Company within two (2) years after Business, anywhere in the date of termination of employment of Employee with world in which the Company or within two (2) years after such officer, director, employee or 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 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 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 and (iii) any additional location where the Company, as of the date of any action taken its subsidiaries engages or proposes to engage in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yardsuch Business. Notwithstanding the foregoing, if nothing in this Agreement shall prevent the two hundred Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (2005%) mile radius extends into another country of the publicly traded equity securities of any competing enterprise (so long as the Executive has no power to manage, operate, advise, consult with or its territorial waters control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the Company is not then doing business competing enterprise other than in that other country, there will be no territorial limitations extending into such other countryconnection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

Non-Competition. In exchange for For and in consideration of the transactions contemplated by the Merger Agreement and the consideration described above in Section 5.01the Executive will receive as a result thereby, Employee Executive hereby agrees that as follows: (a) Executive shall not during the period of his employment by or with the Company and for the Applicable Period (defined 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) engage, as an officer, director, manager, member, shareholder, owner, partner, joint venturer, trustee, or in a period managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor, or as a sales representative, in an entity that designs, researches, develops, markets, sells or licenses products or services that are substantially similar to or competitive with the business of the Company that is located within seventy-five (75) miles of any market 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 (24) months has been, an employee of the Company, for the purpose, or with the 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 other person or entity, unless any such person was terminated by the Company more than six (6) months after he prior thereto; (iii) call upon any person who, or entity that is no longer employed by the Company (unless his employment is terminated after then or that has been within one year prior to that time, 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 will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) customer of the outstanding shares Company, for the purpose of a corporation whose shares are listed on a stock exchange soliciting or traded selling products or services 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 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 substantial extent competition with the Company; or b. provide(iv) call upon any prospective acquisition or investment candidate, sellon the Executive’s own behalf or on behalf of any other person or entity, offer which candidate was known by Executive to sellhave, leasewithin the previous twenty-four (24) months, offer to lease, been called upon by the Company or solicit any orders for any products or services which the Company provided and with regard made an acquisition or investment analysis or contemplated a joint marketing or joint venture arrangement with, for the purpose of acquiring or investing or enticing such entity into a joint marketing or joint venture arrangement. For purposes of this Section 5: · the term “Company” shall be deemed to which Employee had 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 include the Company, (ii) compete with the business of the CompanyC▇▇▇▇▇ ▇▇, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, LIBB and Company consent will not be unreasonably withheld. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.respective subsidiaries; and

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee Executive agrees that during his employment with the Employment period, and for the Non-Competition Period set forth below, Executive will not, except as an employee of the Company, in any capacity for Executive or for others, directly or indirectly: (i) compete or engage anywhere in the geographic area comprised of (A) any county in which the Company maintains an office or 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 similar, or offers competing products and for services which those offered by the Company; (ii) take any action to invest in, own, manage, operate, control, participate in, be employed or engaged by, or be connected in any manner with any partnership, corporation or other business or entity engaging in a period of six (6) months after he is no longer employed business the same or similar, or which offers competing products and services as those offered by the Company (unless his employment anywhere within the Market Area; notwithstanding the foregoing, Executive is terminated after a Change in Control, in which event there will be no covenant not permitted hereunder to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will notown, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the issued and outstanding shares securities of a corporation whose shares are listed on a stock exchange any publicly traded financial institution conducting business within the Market Area; (iii) call on, service, or traded in accordance 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 automated quotation system of customer, or had access or potential access to Proprietary Information or information and files about 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 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 substantial extent with the Companycustomer; or b. provide(iv) call on, sell, offer to sell, lease, offer to leasesolicit, or solicit induce 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 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 employee of the Company during the one (1) year preceding such termination from whom the Company Executive had solicited business during such one (1) year; or c. solicitcontact with, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Companyknowledge of, or (iii) violate association with in the terms course 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 (2) years after the date of termination of to terminate employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldassist any other person or entity in such activities. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for Executive acknowledges that his employment with the consideration described above Company has in Section 5.01the past and will, Employee of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Executive agrees that during his employment with the Company and for a period of six two (62) months 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 the noncompete covenants and obligations provisions of the covenant not to compete herein contained will terminate on the date of termination of Employee), Employee the Executive) the Executive 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 provides, produces, leases or sells products or services of the 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 (i3) is primarily engaged years preceding the Executive's termination of employment, in any area where the drilling and workover Company provided, produced, leased or sold such products or services at any time during the three (3) years preceding such termination of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; 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 Employee the Executive had direct or indirect supervision or control, within one three (13) year years preceding EmployeeExecutive's termination of employment, to or from any person, firm or entity which was a Customer customer for such products or services of the Company during the one three (13) year years preceding such termination from whom the Company had solicited business during such one three (13) yearyears; or c. solicit, aid, counsel or encourage any officer, director, employee or other individual to to: (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) 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, 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 (2) years after the date Date of termination Termination of employment of Employee Executive with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires occurs earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or 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 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange 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 consideration described above in Section 5.01Company to enter into this Agreement, Employee hereby agrees that he will not at any time during his employment with by 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 commencing on the date of termination of Employeehis employment and continuing until the expiration of 24 months (the “Non-Competition Period”), Employee will not, directly or indirectly, either as an individualfor himself or for others, proprietor, stockholder (other than as a holder of up to one percent (1%) in any state 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)United States, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way foreign country where the Company or any of its affiliates is then conducting any business: (a) engage in any business which (i) that 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 substantial extent directly competitive with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which activities conducted by the Company provided and with regard to which Employee had 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, (ii) compete with the business 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 aggregate greater than 25% of the Company’s proforma consolidated revenues in 2001; (b) render advice or services to, or (iii) violate the terms of otherwise assist, any employment, non-competition other person or similar agreement with the Company; or d. employentity who is engaged, 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 in any officer, director, employee or any other individual holding a position business that is directly competitive with activities conducted by the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices’s subsidiaries or divisions), which activities conducted by the Company (ii) or any of the Company's present rig yards and (iii’s subsidiaries or divisions) any additional location where represent in the aggregate greater than 25% of the Company, as ’s proforma consolidated revenues in 2001; or (c) transact any business in any manner pertaining to suppliers or customers of the date of Company or any action taken affiliate which, in violation of the non-competition obligations and covenants of the Agreementany manner, has an office, a rig yardwould have, or definitive plans is likely to locate have, an office adverse effect upon the Company or a rig yardany 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. Notwithstanding the foregoing, if in the two hundred (200event of termination of this Agreement pursuant to Section 4.1(d), 4.1(e) mile radius extends into another country or its territorial waters 4.2(a), the prohibitions of this Article VII shall no longer apply at such time as Employee 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 business similar to the Company’s business in specific areas of the world for the Non-Competition Period, but acknowledges that he will receive sufficiently high remuneration and 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 during the period the Company is paying compensation and benefits to Employee pursuant to Articles III or IV hereof, the Company’s remedy for breach of the provisions of this Article VII shall include, but shall not then doing business 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 that other countrySection 7.1 hereof to be reasonable and necessary for the purposes of preserving and protecting the good will and proprietary information of the Company, there will nevertheless, if any of the aforesaid restrictions is found by a court having jurisdiction to be no territorial limitations extending into 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 other countrycourt so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

Non-Competition. The Employee acknowledges that he will acquire specialized knowledge and experience in the business 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 exchange for consideration of the consideration described above benefits specified in Section 5.01this Agreement, the Employee agrees that during his the Employee's employment with by the Company and for a period of six one (61) months after he is no longer employed year thereafter, subject to the performance by the Company of its obligations under Section 10 hereof upon a Termination of Employment (unless his employment is terminated after a Change in Controlwhether prior to, in which event there will be no covenant not to compete and or as the noncompete covenants and obligations herein will terminate on result of, expiration of the date of termination of EmployeeEmployment Term), the Employee will shall not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) of the outstanding shares render any services of a corporation whose shares are listed on a stock exchange business, commercial, or traded professional nature to any Person, whether for compensation or otherwise, within the United States or elsewhere in accordance competition with the automated quotation system of Company or its Affiliates or which is in conflict with the National Association of Securities Dealers)Company's or its Affiliates' interests, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to solicit for employment or in any way engage in other fashion hire any business which (i) is primarily engaged in of the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, employees 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 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 agents of the Company during or its Affiliates or, with respect to 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after year period referred to above, any person who was an employee or agent of the date of 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 event the employment of the Employee with is terminated by the Company in violation of Section 10 hereof. For the purpose of this Section 8, 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 within two (2) years after 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 officerprovisions shall be deemed reformed in such jurisdiction to the maximum time, directorgeographic, employee service or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldproduct limitations permitted by applicable law. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for For and in consideration of Executive’s employment by the Company and the consideration described above in Section 5.01the Executive will receive thereby, Employee Executive hereby agrees that Executive shall not during the period of his employment by or with the Company and for the Applicable Period (defined 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: (a) engage, as an officer, director, manager, member, shareholder, owner, partner, joint venturer, trustee, or in a period managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor, or as a sales representative, in an entity that designs, researches, develops, markets, sells or licenses products or services that are substantially similar to or competitive with the business of six the Company that is located within twenty-five (625) miles of any market in which Company currently operates or has plans to do business in at the time of termination; (b) call upon any person who is at that time, or within the preceding twelve (12) months after he is no longer employed has been, an employee of the Company, for the purpose, or with the 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 other person or entity, unless any such person was terminated by the Company prior thereto; (unless his employment c) call upon any person who, or entity that is terminated after then or that has been within one year prior to that time, 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 will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) customer of the outstanding shares Company, for the purpose of a corporation whose shares are listed on a stock exchange soliciting or traded selling products or services 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 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 substantial extent competition with the Company; or b. provide(d) call upon any prospective acquisition or investment candidate, sellon the Executive’s own behalf or on behalf of any other person or entity, offer which candidate was known by Executive to sellhave, leasewithin the previous twelve (12) months, offer to lease, been called upon by the Company or solicit any orders for any products or services which the Company made an acquisition or investment analysis or contemplated a joint marketing or joint venture arrangement with, for the purpose of acquiring or investing or enticing such entity into a joint marketing or joint venture arrangement; provided that, the solicitation, encouragement and with regard to which Employee had direct or indirect supervision or controlinducement prohibited in Sections 5.4(a)-(d) expressly shall not include situations where an employee, within one (1) year preceding Employee's termination of employmentconsultant, to or from any personrepresentative, 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, (ii) compete with the business of the Companycustomer, or (iii) violate director responds to advertising or marketing placed into the terms of any employment, non-competition public domain by Executive 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, his affiliates or otherwise use, utilize voluntarily contacts Executive or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldhis affiliates. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for Executive acknowledges that his employment with the consideration described above Company has in Section 5.01the past and will, Employee of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Executive agrees that during his employment with the Company and for a period of six one (61) months 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 the noncompete covenants and obligations provisions of the covenant not to compete herein contained will terminate on the date of termination of Employee), Employee Executive) Executive 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 provides, produces, leases or sells products or services of the 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 (i1) is primarily engaged year preceding the Executive's termination of employment, in any area where the drilling and workover Company provided, produced, leased or sold such products or services at any time during the one (1) year preceding such termination of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Companyemployment; 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 the Executive had direct or indirect supervision or control, within one (1) year preceding EmployeeExecutive's termination of employment, to or from any person, firm or entity which was a Customer 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, Company or (ii) compete with the business of the Company, or (iii) 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, 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 (2) years after the date Date of termination Termination of employment of Employee Executive with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires occurs earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or 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 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange a. Subject to the provisions of paragraph (b) hereof, Executive agrees that, for the consideration described above in Section 5.01, Employee agrees that during period commencing on the date hereof and ending two years after the termination of his employment with the Company and for a period of six (6) months after any reason, he is no longer employed by shall not, in any country in the world in which the Company then engages in the Business (unless his employment is terminated after or in such lesser area or for such lesser period as may be determined by a Change in Control, in which event there will court of competent jurisdiction to be no covenant not to compete and the noncompete covenants and obligations herein will terminate a reasonable limitation on the date competitive activity of termination of EmployeeExecutive), Employee will not, directly or indirectly: (i) engage, either as an individualemployee, proprietorofficer, stockholder independent contractor or in any other capacity, in any activity for or on behalf of any person or entity (other than as the Company) in a holder line 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 business competitive with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee Business or otherwise: a. work for, become an employee of, invest in, provide consulting services to any aspect thereof or in any way engage in any business which (i) is primarily engaged manner in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and Business; (ii) actually competes to a substantial extent with except for the benefit of the Company; or b. provide, sell, offer solicit or attempt to sell, lease, offer to leasesolicit business of entities who were providers for, or solicit customers of, the Company at any orders time within the prior two years (including prospective providers or customers solicited by the Company) for any products or services which the Company provided and with regard same or similar to which Employee had direct those offered, sold, produced or indirect supervision under development by the Company, or controldealt in by Executive, within one during his employment therewith; (1iii) 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 interfere with the Company, (ii) compete with the business of Business or the conduct thereof by the Company, or otherwise divert or attempt to divert from the Company any business whatsoever; (iiiiv) violate the terms hire, solicit or attempt to solicit for participation or employment in any business endeavor any employee of any employment, non-competition or similar agreement with 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 d. employ, directly or indirectly, permit the employment of, contract for (vi) render any 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire as an officer, director, employee employee, partner, consultant or individual who has terminated employment with otherwise to, or have any interest as a member, stockholder, partner, lender or otherwise in, any person or entity that is engaged in activities which, 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, and Company consent will not be unreasonably withheld. e. The geographical area within which b. In the nonevent Executive's employment is terminated under the circumstances contemplated by paragraphs (c) or (d) of Section 5, the obligations of 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 obligations set forth in this Section 7 are reasonable and covenants are properly required for the adequate protection of the Agreement shall apply is that territory within two hundred (200) miles of (i) any Business of the Company's present offices. Executive represents that his experience, (ii) any capabilities and circumstances are such that the provisions 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 this Section 7 will not prevent him from earning an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryappropriate livelihood.

Non-Competition. In exchange for (a) During the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Period and (i) for a period of six one year after the termination of this Agreement pursuant to Sections VII(b), VII(c), VII(d) or at the option of the Employee pursuant to Section VII(a) or expiration thereof or (6ii) months after he is no longer employed in the event of termination of this Agreement by the Company without cause under Section VII (unless his employment is terminated after a Change in Controla) for the Notice Period, 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 will not, not directly or indirectly, either : (i) as an individual, proprietor, stockholder partner, stockholder, officer, employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as a the holder of up to not more than one percent (1%) of the total outstanding shares stock of a corporation whose shares are listed on a stock exchange publicly held company), engage in the business of developing, producing, marketing or traded in accordance with the automated quotation system selling products or services of the National Association kind or type developed or being developed, produced, marketed or sold by the Company or any subsidiary of Securities Dealers), partner, officer, employee or otherwise: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 a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any 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 recruit, solicit or induce, or attempt to a substantial extent with induce, any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; or b. provide(iii) solicit, sell, offer to sell, lease, offer to leasedivert or take away, or solicit attempt to divert or take away, the business or patronage of any orders for any products of the clients, customers or services which the Company provided and with regard to which Employee had direct accounts, or indirect supervision prospective clients, customers or controlaccounts, 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 which were contacted, solicited, served or known by the one Employee while employed by the Company. (1b) year preceding such termination from whom 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 period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. (c) The restrictions contained in this Section IX are necessary for the protection of the business and goodwill of the Company had solicited business during and are considered by the Employee to be reasonable for such one (1) year; or c. solicitpurpose. The Employee agrees that any breach of this Section IX will cause the Company substantial and irrevocable damage and therefore, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his or her employment or position with in the Company, (ii) compete with the business of the Company, or (iii) violate the terms event of any employmentsuch breach, non-competition or similar agreement with the Company; or d. employin addition to such other remedies which may be available, 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 (2) years after shall have the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can right to seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, specific performance and Company consent will not be unreasonably withheldinjunctive relief. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his During your employment with the Company and for a period of six one (61) months after he is no longer employed by year thereafter (the Company (unless his employment is terminated after a Change in Control“Restricted Period”), you will not directly or indirectly, whether as an employee, officer, director, consultant, owner, manager, advisor, investor, or otherwise, in any state 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)Group conducts business or has customers (i) render advice or services to, Employee will notor otherwise assist, any person, association, or entity who is engaged, 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 primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and Restricted Business; (ii) actually competes to hold a substantial extent with the Company; or b. provide2.5% or greater equity, sell, offer to sell, lease, offer to lease, voting 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 one (1) year preceding Employee's termination of employment, to or from profit participation interest in any person, firm association, 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, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employwho is engaged, directly or indirectly, permit in the employment ofRestricted Business or (iii) carry on or be in any way engaged, contract for services concerned or work to be performed byinterested 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 usedealing with Restricted Products. “Restricted Products” means products or services which are of the same or materially similar kind as the products or services (including but not limited to technical and product support, utilize professional services, technical advice and other customer services) researched into, developed, manufactured, distributed, sold or benefit from supplied by the services of any officer, director, employee or any other individual holding a position Group and with the Company within two (2) years after the date of termination of which you were directly connected during your employment of Employee with the Company or within two (2) years after such officer, director, employee its predecessor or individual terminated about which you have received or developed Proprietary Information by reason of your employment with the CompanyCompany or its predecessor. Notwithstanding the foregoing, whichever period expires earlier; provided however, Employee can seek with prior written consent from the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will which shall not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants , you may accept employment or otherwise be engaged in or involved with a competitor of the Agreement 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 apply is prohibit you from owning of a passive investment interest of not more than 2.5% in a company with publicly traded equity securities, and whether on your own behalf or on behalf of others. You agree that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any of Restricted Period shall be extended by a period equal the Company's present rig yards and (iii) any additional location where the Company, as of the date length of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countrythis Section 7.3.

Non-Competition. In exchange for During the consideration described above in Section 5.01Employment Term, Employee agrees that during his employment with the Company including any extensions thereof, and for a period of six twelve (612) months after he is no longer employed by immediately following 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 EmployeeExecutive's employment under this Agreement for any reason other than death (the “Restrictive Period”), Employee will notexcept as provided herein, Executive shall not directly or indirectly, either as an individual, proprietor, stockholder : (other than as a holder of up to one percent (1%a) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded engage 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 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 substantial extent with the Company; or b. providemanner be connected or concerned, 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 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 whether as an officer, director, employee stockholder, partner, owner, employee, advisor, creditor, or other individual to (i) leave his or her employment or position otherwise with the Companydevelopment, (ii) compete operation, management, or conduct of any business in 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 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 (iiic) violate solicit, hire or otherwise interfere with the terms of Company relationship with any employment, non-competition person then or similar agreement with previously employed by the Company; or d. employprovided, directly or indirectlyhowever, permit that, after the employment oftermination of Executive's employment, contract for services or work to Executive shall not be performed by, or otherwise use, utilize or benefit from bound by the services Covenant set forth in this subparagraph following a material breach by the Company of any officerof its obligations to the Executive hereunder or in the event of the cessation or dissolution of the Company business. As used herein, director, employee “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any other individual holding Change in Control. Nothing contained herein shall prohibit Executive from owning up to 3% of the stock of a position publicly traded company that competes with the business of the Company within two (2) years after or, following the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Executive’s employment with the Company, whichever period expires earlier; provided howeverprevent 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, Employee can seek written consent from does not provide services with respect to and is not otherwise involved in the Company to hire an officer, director, employee line or individual who has terminated employment lines of business of such other company that compete 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 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for (i) During the consideration described above Non-Compete Period, to the extent permissible under California law, the Executive shall not, directly or indirectly through an intermediary, (A) solicit or encourage any client or customer of the Employer or any Company Affiliate, or any person or entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in Section 5.01, Employee agrees that during his employment a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (B) provide services to any entity if (i) during the 12 months preceding such action more than 10% of the revenues of such entity and its affiliates is derived from any business from which the 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 acquisition had occurred at the beginning of such 12 month period) (a period of six “Material Business”) or (6ii) months after he is no longer employed the services to be provided by the Executive are competitive with a Material Business and substantially similar to those previously provided by the Executive to the Employer or any Company (unless his employment is terminated after Affiliate; provided, however, that following a Change in Control, this Section 7(d)(i)(B) shall not apply to the Executive, or (C) own an interest in which event there will be no covenant any entity described in subsection (B)(i) immediately above; provided, 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 Company Affiliate policy applicable to compete and the noncompete covenants and obligations herein will terminate on the date Executive. For purposes of termination of Employeethis Section 7(d), Employee will nota “client or customer” shall be limited to any actual borrower, directly customer or indirectlyclient of the Employer or any Company Affiliate (as set forth in the Employer’s CAM or substantially similar successor or other system) and any other entity in the “term sheet issued,” “term sheet executed” or “credit committee approved” categories listed in the Employer’s DealTracker or substantially similar successor or other system. The Executive agrees that, either before providing services, whether as an individualemployee or consultant, proprietorto any entity during the Non-Compete Period, stockholder (other than he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the 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 holder of up to one percent (1%) result of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded foregoing, in accordance with the automated quotation system event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the National Association of Securities Dealers), partner, officer, employee or otherwise:covenant would be proper. a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any 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 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 substantial extent with 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 Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders maximum period of time for any products or services which it may be enforceable and over the Company provided and with regard maximum geographical area as to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, it may be enforceable and to or from any person, firm or entity the maximum extent in all other respects as to 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, (ii) compete with the business of the Company, or (iii) 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 it may 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldenforceable. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for (a) Subject to the consideration described above limitations set forth in Section 5.01Sections 8(b) and 8(d), Employee agrees that during his employment with the Company and Executive will not, for a period of six four (64) months after he is no longer employed by years following the Company (unless his employment is terminated after a Change in ControlClosing Date, 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 will notfor any reason whatsoever, directly or indirectly, either for himself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature; (i) engage, as an individualofficer, proprietordirector, 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)shareholder, owner, partner, officerjoint venturer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any 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 substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for selling any products or services which in direct competition with the Company or any of the subsidiaries thereof, within 100 miles of where MST or any of the Other Founding Companies (as defined in the Merger Agreement) conducted business prior to the effectiveness of the merger (the "Territory"); (ii) call upon any person who is, at that time, within the Territory, an employee of the Company (including the subsidiaries thereof) in a sales representative or managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company (including the subsidiaries thereof), provided that the Executive shall be permitted to call upon and with regard to hire any member of his or her immediate family; (iii) call upon any person or entity which Employee had direct is, at that time, or indirect supervision or controlwhich has been, within one (1) year preceding Employee's termination prior to the Closing Date, a customer of employmentthe Company (including the subsidiaries thereof), to of MST or from of any person, firm of the Other Founding Companies within the Territory for the purpose of soliciting or entity which was a Customer for such selling 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, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-in direct 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 the Territory; (2iv) years call upon any prospective acquisition candidate, on the Executive's own behalf or on behalf of any competitor in similar or incidental businesses or activities described in the Registration Statement (as defined in the Merger Agreement), which candidate, to the actual knowledge of the Executive after the date of termination of employment of Employee with due inquiry, was called upon by the Company (including the subsidiaries thereof) or within two for which, to the actual knowledge of the Executive after due inquiry, the Company (2or any subsidiary thereof) years after made an acquisition analysis, for the purpose of acquiring such officerentity; or (v) disclose customers, directorwhether in existence or proposed, employee of MST to any person, firm, partnership, corporation or individual terminated employment with business for any reason or purpose whatsoever except to the Companyextent that MST has in the past disclosed such information to the public for valid business reasons or disclosure is specifically required by law; provided, whichever period expires earlier; provided however, Employee can seek written consent from in the event disclosure is required by law, the Executive shall provide the Company with prompt notice of such requirement prior to hire an officer, director, employee or 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 Agreement shall apply is making any disclosure so 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countrymay seek a protective order.

Non-Competition. In exchange Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to the Employee, during the Employment Term and for the consideration described above in Section 5.01twelve (12) months to run consecutively, Employee agrees that during his beginning on the last day of the Employee’s employment with the Company Company, for any reason or no reason and for a period of six (6) months after he is no longer employed by the Company (unless his whether employment is terminated after a Change at the option of the Employee or the Company, the Employee agrees and covenants not to engage in Control, Prohibited Activity for any Competitor of the Company that carries on business within (i) the state in which event there will be no covenant not Employee primarily performs services for the Company; (ii) all other states of the United States of America in which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to compete and the noncompete covenants and obligations herein will terminate on the date of the termination of Employee)’s relationship with the Company; and (iii) any other countries from which the Company provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of Employee’s relationship with the Company. 8.2.1. For purposes of this Section 8, “Prohibited Activity” is activity in which the Employee will notcontributes the Employee’s knowledge, directly or indirectly, either as an individualin whole or in part, proprietorengages or invests in, stockholder (other than as a holder of up to one percent (1%) of owns, manages, operates, finances, controls, or participates in the outstanding shares of a corporation whose shares are listed on a stock exchange ownership, management, operation, financing, 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 control of, invest inbe employed by, provide consulting services to associated with, or in any way engage in 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 which (i) is primarily engaged whose products or activities compete in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described whole or in Section 5.02(e) and (ii) actually competes to a substantial extent part 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 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, (ii) compete with the business activities of the Company, including those engaged in the business of investment reporting and accounting. Prohibited Activity also includes activity that may require or (iii) violate 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 terms 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 valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Employee shall promptly provide written notice of any employment, non-competition or similar agreement with such order to the Company; or’s Chief Executive Officer. d. employ8.2.3. For purposes of this Section 8, directly or indirectly“Competitor” means any company for whom investment reporting, permit the employment of, contract for services or work to be performed byaccounting, or otherwise use, utilize or benefit from the services analytics for institutional investors forms a material part of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldtheir business. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange 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 consideration described above in Section 5.01Company to enter into this Agreement, Employee hereby agrees that he will not at any time during his employment with by 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 commencing on the date of termination of Employeehis employment and continuing until the expiration of 24 months (the "Non-Competition Period"), Employee will not, directly or indirectly, either as an individualfor himself or for others, proprietor, stockholder (other than as a holder of up to one percent (1%) in any state 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)United States, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way foreign country where the Company or any of its affiliates is then conducting any business: (a) engage in any business which (i) that 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 substantial extent directly competitive with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which activities conducted by the Company provided and with regard to which Employee had 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, (ii) compete with the business 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 aggregate greater than 25% of the Company's consolidated revenues in 1999; (b) render advice or services to, or (iii) violate the terms of otherwise assist, any employment, non-competition other person or similar agreement with the Company; or d. employentity who is engaged, 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 in any officer, director, employee or any other individual holding a position business that is directly competitive with activities conducted by the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present officessubsidiaries or divisions), which activities conducted by the Company (ii) or any of the Company's present rig yards and (iiisubsidiaries or divisions) any additional location where represent in the aggregate greater than 25% of the Company, as 's consolidated revenues in 1999; or (c) transact any business in any manner pertaining to suppliers or customers of the date of Company or any action taken affiliate which, in violation of the non-competition obligations and covenants of the Agreementany manner, has an office, a rig yardwould have, or definitive plans is likely to locate have, an office adverse effect upon the Company or a rig yardany 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. Notwithstanding the foregoing, if in the two hundred (200event of termination of this Agreement pursuant to Section 4.1(d), 4.1(e) mile radius extends into another country or its territorial waters 4.2(a), the prohibitions of this Article VII shall no longer apply at such time as Employee 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 business similar to the Company's business in specific areas of the world for the Non-Competition Period, but acknowledges that he will receive sufficiently high remuneration and 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 during the period the Company is paying compensation and benefits to Employee pursuant to Articles III or IV hereof, the Company's remedy for breach of the provisions of this Article VII shall include, but shall not then doing business 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 that other countrySection 7.1 hereof to be reasonable and necessary for the purposes of preserving and protecting the good will and proprietary information of the Company, there will nevertheless, if any of the aforesaid restrictions is found by a court having jurisdiction to be no territorial limitations extending into 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 other countrycourt so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

Non-Competition. In exchange for (a) Employee hereby agrees that, during the consideration described above in Section 5.01, Employee agrees that during his employment with period from the Company and for a period Commencement Date through the end of six the first twelve (612) 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 cessation 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 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 substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated ’s employment with the Company, whichever period expires earlierEmployee will not engage in “Competition” with the Company. For purposes of this Employment Agreement, Competition by Employee shall mean Employee’s engaging in, or otherwise directly or indirectly being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting Employee’s name to be used in connection with the activities of any other business or organization anywhere in the World which primarily engages in the business of providing health care services or selling health care products in China (a “Competing Business”); provided provided, however, that, notwithstanding the foregoing, it shall not be a violation of this Section 5(a) for Employee can seek written consent to (x) become the registered or beneficial owner of up to three percent (3%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended, provided that Employee does not otherwise participate in the business of such corporation or (y) work in a non-competitive business of a company which is carrying on a Competing Business, 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 Company to hire an officer, director, employee or individual who has terminated Commencement Date through the end of the first twelve (12) months after the cessation of Employee’s employment with the Company, and Company consent Employee will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants solicit for employment or hire, in any business enterprise or activity, any employee 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and Company who was employed by the Company is during the Term; provided, the foregoing shall not then doing business in that other country, there will be no territorial limitations extending into such other countryviolated by general advertising not targeted at Company employees nor by serving as a reference upon request.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Period and for a period of six (6) months after he is no longer employed by the Company end of the Employment Period (unless his employment is terminated after due to a Change in ControlControl 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 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 primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in this Section 5.02(e) 5.02 and (ii) actually competes to a substantial extent 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 one (1) year preceding Employee's ’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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’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 rig yard, a rig operation, or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for Except as set forth in this Section 13, the consideration described above in Section 5.01Shareholder agrees that, Employee agrees to assure that during his employment with Parent will retain the value of the business of the Company and the Company Subsidiaries as a "going concern," 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 five years beginning on the date earlier of termination of Employee)the Effective Time or the Option Closing, Employee will the Shareholder shall not, directly or indirectly, either through one or more affiliates, engage or have an interest, anywhere in the United States or Europe, alone or in association with others, as an individualpartner or stockholder or through the investment of capital, proprietorlending of money or property, stockholder or otherwise, 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 violation of this Section 13 for the Shareholder or any of its affiliates to (other i) invest in securities representing less than as a holder of up to one 10 percent (1%) of the outstanding shares capital stock of a corporation whose shares any Person, the securities of which are publicly traded or listed on a stock any securities exchange or traded automated quotation system, or (ii) invest in, own an interest in accordance or acquire, in a single transaction or series of transactions, all or a majority of the equity interests in, or 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 automated quotation system products and services provided by the Company or any Company Subsidiary as of the National Association date referenced above. During the three years beginning on the earlier of Securities Dealers)the Effective Time or the Option Closing, partnerthe Shareholder shall not, officerdirectly or indirectly, employee through one or otherwise: a. work formore affiliates, become on behalf of itself or any other Person, (i) recruit or otherwise solicit or induce any person who is an employee of, invest inor otherwise engaged by, provide consulting services to or in any way engage in any 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 substantial extent with the Company; or b. provideParent, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard or any Company Subsidiary or any of their successors to which Employee had 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 terminate his or her employment or position other relationship with Parent, the Company, Company or any Company Subsidiary or (ii) compete with the business offer employment to or employ a person who is at that time an employee (other than secretarial or clerical employees) of the CompanyParent, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or any Company Subsidiary or who was such an employee within two (2) years after of the time of such officeroffer of employment. The foregoing shall not, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from prohibit the Company to hire an officer, director, employee Shareholder or 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) its affiliates from publishing any general public solicitation 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryemployment opportunities.

Non-Competition. In exchange 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 consideration described above in Section 5.01Company to enter into this Agreement, Employee hereby agrees that he will not at any time during his employment with by 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 commencing on the date of termination of Employeehis employment and continuing until the expiration of 24 months (the "Non-Competition Period"), Employee will not, directly or indirectly, either as an individualfor himself or for others, proprietor, stockholder (other than as a holder of up to one percent (1%) in any state 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)United States, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way foreign country where the Company or any of its affiliates is then conducting any business: (a) engage in any business which (i) that 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 substantial extent directly competitive with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which activities conducted by the Company provided and with regard to which Employee had 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, (ii) compete with the business 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 aggregate greater than 25% of the Company's proforma consolidated revenues in 2001; (b) render advice or services to, or (iii) violate the terms of otherwise assist, any employment, non-competition other person or similar agreement with the Company; or d. employentity who is engaged, 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 in any officer, director, employee or any other individual holding a position business that is directly competitive with activities conducted by the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present officessubsidiaries or divisions), which activities conducted by the Company (ii) or any of the Company's present rig yards and (iiisubsidiaries or divisions) any additional location where represent in the aggregate greater than 25% of the Company, as 's proforma consolidated revenues in 2001; or (c) transact any business in any manner pertaining to suppliers or customers of the date of Company or any action taken affiliate which, in violation of the non-competition obligations and covenants of the Agreementany manner, has an office, a rig yardwould have, or definitive plans is likely to locate have, an office adverse effect upon the Company or a rig yardany 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. Notwithstanding the foregoing, if in the two hundred (200event of termination of this Agreement pursuant to Section 4.1(d), 4.1(e) mile radius extends into another country or its territorial waters 4.2(a), the prohibitions of this Article VII shall no longer apply at such time as Employee 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 business similar to the Company's business in specific areas of the world for the Non-Competition Period, but acknowledges that he will receive sufficiently high remuneration and 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 during the period the Company is paying compensation and benefits to Employee pursuant to Articles III or IV hereof, the Company's remedy for breach of the provisions of this Article VII shall include, but shall not then doing business 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 that other countrySection 7.1 hereof to be reasonable and necessary for the purposes of preserving and protecting the good will and proprietary information of the Company, there will nevertheless, if any of the aforesaid restrictions is found by a court having jurisdiction to be no territorial limitations extending into 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 other countrycourt so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

Non-Competition. (A) You acknowledge that your services to be rendered are of a special and unusual character and have a unique value to Nabi the loss of which cannot adequately be compensated by damages in an action at law. In exchange for view of the unique value of the services, and because of the 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 described above in Section 5.01provided, Employee agrees that you covenant and agree that, during his the term of your employment with the Company by ▇▇▇▇ and for a period of six one (61) months 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 the noncompete covenants and obligations herein will terminate on the date of termination of Employee)such employment for any reason whatsoever, Employee you will not, directly or indirectly, either (a) engage or become interested, as an individualowner, proprietoremployee, 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)consultant, partner, officerthrough stock ownership (except ownership of less than five percent of any class of equity securities which are publicly traded), employee investment of capital, lending of money or property, rendering of services, or otherwise: a. work for, become an employee of, invest in, provide consulting services to either alone or in association with others, in the operations, management or supervision of any way engage type of business or enterprise engaged in any business which is competitive with any business of ▇▇▇▇ (ia “Competitive Business”), (b) is primarily engaged in solicit or accept orders from any current or past customer of Nabi for 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 drilling and workover benefit of oil and gas any Competitive Business the name and/or requirements of any such customer or (e) solicit any of ▇▇▇▇’s employees to leave the employ of ▇▇▇▇ within or hire or negotiate for the geographical area described employment of any employee of Nabi. By way of clarification, a “Competitive Business” is not any business or enterprise in Section 5.02(e) and (ii) actually competes to the health care industry; it is only a substantial extent business or enterprise in the health care industry that is competitive 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 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 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 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 definitive plans to locate an office or a rig yard▇▇▇▇. 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 two hundred nature of such employment or services do not compete with any business engaged in by ▇▇▇▇ immediately prior to the Change in Control. (200B) mile radius extends into another country or its territorial waters You have carefully read and considered the provisions of this Section and Section 9 and having done so, agree that the restrictions set forth (including but not limited to the time period of restriction and the Company 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 then doing business 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 that other country, there will be no territorial limitations extending into such other countryany court of competent jurisdiction without affecting any claim for damages.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during During his employment with the Company and for a period the Non-Competition Period, Executive shall not, without the prior written consent of six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change Board, directly or indirectly, own, manage, operate, join, control, participate in, invest in Controlor otherwise be connected or associated with, in which event there will 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 direct the 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 no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employee)connected or associated with, Employee will in any manner, any Competing Business, provided that Executive shall 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 have any responsibility whatsoever for, become an employee of, invest in, provide consulting any services to or in any way engage in any 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 substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 bywhatsoever to, or otherwise use, utilize be connected or benefit from the services of any officer, director, employee or any other individual holding a position associated with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 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 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 definitive plans to locate an office or a rig yardCompeting Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing Businesses, then the two hundred restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (200A) mile radius extends into another country Executive shall not, directly or its territorial waters indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (B) Executive obtains the Company is prior written consent of the Company, which consent shall not then doing business in that other country, there will be no territorial limitations extending into such other countryunreasonably with held.

Non-Competition. In exchange for the consideration described above in Section 5.01A. Subject to Article 2. B. below, Employee agrees that Employee, during his Employee’s period of employment with the Company ARAMARK, and for a period of six (6) months after he is no longer employed by two years following 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 voluntary or involuntary termination of Employee)employment, Employee will shall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, either associate with (including, but not limited to, association as an individual, a sole 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)owner, employer, partner, officerprincipal, employee investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise: a. work for), become an employee of, invest or acquire or maintain ownership interest in, provide consulting services to any Business which is competitive with that conducted by or in developed for later implementation by ARAMARK at any way engage in any business which time during the term of Employee’s employment, provided, however, if Employee’s employment is (i) is primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and involuntarily terminated by ARAMARK for any reason other than Cause (as defined herein), or (ii) actually competes to terminated by Employee for Good Reason (as defined in Exhibit A) at any time following a substantial extent with Change of Control (as defined in Exhibit A), then 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 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 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 and (iii) any additional location where the Company, as of the date of any action taken in violation term of the non-competition obligations and covenants 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 Business that is or becomes publicly traded, if Employee’s ownership is as a passive investor of less than 1% of the Agreementoutstanding publicly traded stock of the Business. B. The provision set forth in Article 2.A above, has an officeshall apply to (i) all fifty states, a rig yardand (ii) each foreign country, possession or territory in which ARAMARK may be engaged in, or definitive have plans to locate an office engage in, business (x) during Employee’s period of employment, or (y) in the case of a rig yardtermination of employment, as of the effective date of such 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 involuntary) of Employee’s employment with ARAMARK. Notwithstanding Further, Employee acknowledges that the foregoing, provisions set forth in this Article 2 shall apply if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as a result of the two hundred (200) mile radius extends into another country elimination of employee’s position; for performance-related issues; or its territorial waters and the Company is not then doing business in that for any other country, there will be reason or no territorial limitations extending into such other countryreason at all.

Non-Competition. (A) You acknowledge that your services to be rendered are of a special and unusual character and have a unique value to Nabi the loss of which cannot adequately be compensated by damages in an action at law. In exchange for view of the unique value of the services, and because of the 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 described above in Section 5.01provided, Employee agrees that you covenant and agree that, during his the term of your employment with the Company by ▇▇▇▇ and for a period of six one (61) months 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 the noncompete covenants and obligations herein will terminate on the date of termination of Employee)such employment for any reason whatsoever, Employee you will not, directly or indirectly, either (a) engage or become interested, as an individualowner, proprietoremployee, 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)consultant, partner, officerthrough stock ownership (except ownership of less than five percent of any class of equity securities which are publicly traded), employee investment of capital, lending of money or property, rendering of services, or otherwise: a. work for, become an employee of, invest in, provide consulting services to either alone or in association with others, in the operations, management or supervision of any way engage type of business or enterprise engaged in any business which is competitive with any business of ▇▇▇▇ (ia “Competitive Business”), (b) solicit or accept orders from any current or past customer of Nabi for 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 Competitive 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 primarily engaged not any business or enterprise in the drilling and workover health care industry; it is only a business or enterprise in the health care industry that is competitive with any business of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 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 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 definitive plans to locate an office or a rig yard. 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 two hundred nature of such employment or services do not compete with any business engaged in by ▇▇▇▇ immediately prior to the Change in Control. (200B) mile radius extends into another country or its territorial waters You have carefully read and considered the provisions of this Section and Section 9 and having done so, agree that the restrictions set forth (including but not limited to the time period of restriction and the Company 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 then doing business 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 that other country, there will be no territorial limitations extending into such other countryany court of competent jurisdiction without affecting any claim for damages.

Non-Competition. In exchange for The Executive acknowledges and recognizes his possession of Confidential Information and acknowledges the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period highly competitive nature 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 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 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 substantial extent 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 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, (ii) compete with the business of the CompanyCompany and its franchisees and subsidiaries and accordingly agrees that, in consideration of the premises contained herein, he or (iii) violate she will not, during the terms term of any employmentthis Agreement, non-competition or similar agreement with the Company; or d. employas from time to time extended, directly or indirectly, permit the employment of, contract and 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 (2) years one year after the date of termination of employment this Agreement, regardless of Employee the reason for his or her termination, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, lend his or her name to, lend his or her credit to, or render services or advice to any business that competes with the business then being conducted by the Company or within two (2) years after such officerany of its franchisees or subsidiaries, directoror that had been conducted by the Company or any of its franchisees or subsidiaries during the prior 12 months; provided, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent that the Executive may purchase or otherwise acquire up to three percent of any class of securities of any enterprise if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Executive agrees that, in consideration of the premises contained herein, he or she will not, during the term of this Agreement, as from time to time extended, and for one year after the Company to hire date of termination of this Agreement, regardless of the reason for his or her termination, either individually or as an officer, director, employee stockholder, member, partner, agent, consultant or individual who has terminated employment with the Companyprincipal of another business firm, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants directly or indirectly, solicit any business of the Agreement shall apply is that territory within two hundred (200) miles of (i) type being carried on by the Company or any of its franchisees or subsidiaries during the Company's present offices, term of this Agreement (iior any business of a similar type) from any person or entity that was a customer 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country Company or its territorial waters and franchisees or subsidiaries during the Company is not then doing business in that other country, there will be no territorial limitations extending into such other countryterm of this Agreement.

Non-Competition. In exchange for a. Executive acknowledges and recognizes the consideration described above highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During the period in Section 5.01, Employee agrees that during his employment with which Executive remains employed by the Company and for a period of six (6) 24 months after he is no longer following the date Executive ceases to be employed by the Company (unless his which, for the avoidance of doubt, cessation of employment may occur after the expiration of the Employment Term)(the "Restricted Period"), subject to the Company's payment to Executive of any amounts owing to Executive pursuant to Section 7 (other than any failure by the Company to make such payment in connection with or as a result of Executive's breach of the provisions of Section 8 or 9), Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever ("Person"), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive's termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive's termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive's termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: (i) engage in any business that competes with the business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is terminated aware of such planning) in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a "Competitive Business"); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or 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 this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive's own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Executive's termination of Employee)employment with the Company or who left the employment of the Company or its affiliates coincident with, Employee or within one year prior to or after, the termination of Executive's employment with the Company. (5) During the Restricted Period, Executive 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 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 substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 cease to 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment its affiliates any consultant then under contract with the Company, whichever period expires earlier; provided however, Employee can seek written consent from Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to hire be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an officerunenforceable restriction against Executive, directorthe provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, employee or individual who has terminated employment with the Companyif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and Company consent will such restriction cannot be unreasonably withheld. e. The geographical area within which amended so as to make it enforceable, such finding shall not affect the non-competition obligations and covenants enforceability 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryrestrictions contained herein.

Non-Competition. In exchange for the consideration described above in Section 5.01The Employee shall not, Employee agrees that during his employment with the Company and for a period of six (6) months after he is no longer while employed by the Company or: (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and a) for the noncompete covenants and obligations herein will terminate on two (2) year period following the date of termination of Employee)his/her employment if the Employee initiated the termination; or (b) for the twelve (12) month period following the termination of this employment if the Company initiated the termination, Employee will notwhether with or without Cause, directly or indirectly, either individually or in partnership or in conjunction in any way with any person or persons, whether as an individualprincipal, proprietoragent, 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)employee, partnerconsultant, officeradvisor, employee or otherwise: a. work forshareholder, become an employee ofdirector, invest inguarantor, provide consulting services to creditor or in any way engage in other manner whatsoever: (c) solicit, interfere with or endeavour to entice away from the Company or its affiliates, accept any business which (i) is primarily engaged in from or the drilling and workover patronage of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provideor render any service to, 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 one (1) year preceding Employee's termination of employment, sell to or from contract or attempt to contract with any person, firm or entity which corporation who was a Customer for such products client, customer or services supplier 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, (ii) compete its affiliates or associates or a prospective client, customer or supplier of the Company, its affiliates or associates with whom the Company, its affiliates or associates have had any dealing, to the extent that such business, patronage, service, or 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 person 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 (iii12) violate month period or interfere in any way with the terms of employment relationship between any employmentsuch employee and the Company or its affiliates; or (e) engage in, non-competition carry on or similar agreement otherwise be concerned with or have any interest in, or advise, lend money to, guarantee the debts or obligations of, permit his/her name, or any 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 a business which is the same as or substantially the same as or competes 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 's business (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldCompetitive Business). 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for During the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Term and for a period equal to the time during which Executive receives severance payments for benefits pursuant to Section 2 of six (6) this Agreement or for a period of 12 months after he is no longer employed by in the Company (unless his employment event the Executive is terminated after a Change in Controlwithout entitlement to severance benefits herein, the Executive shall not, without the prior written permission of the Company, in which event there will be no covenant not to compete the United States, its territories and the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee will notpossessions, directly or indirectly, either (i) engage in any activity or business that is the same or substantially similar to the work performed by Executive for the Company and/or of the same substantive competency or nature as an individualthe work performed by Executive for the Company, proprietor, stockholder (other than whether or not such engagement is 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)consultant, independent contractor, agent, employee, officer, partner, officer, employee director or otherwise: a. work for, become an employee of, invest in, provide consulting services to alone or for his own account or in association with any way engage in other person, corporation or other entity, for any business which Competitive Business (i) is primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and as defined below); (ii) actually competes directly or indirectly, hire or attempt to a substantial extent hire any person who was employed or retained by the Company or its affiliates while the Executive was employed by the Company, or solicit, entice or encourage any such person to terminate his or her relationship 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 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, (ii) compete with the business of the Company, or (iii) violate the terms of any employmentsolicit, 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 byinterfere with, or otherwise use, utilize or benefit endeavor to entice away from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after 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 officersecurities are traded on a national stock exchange and if such investment does not result in his beneficially owning, directorat any time, employee or 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 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 more than 1.0% of the Agreement publicly‑traded equity securities of such competitor. “Competitive Business” shall apply 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) engages in any other business in which Company or its affiliates is that territory within two hundred (200) miles of (i) involved at any time during the 12‑month period immediately prior to the termination of the Company's present officesExecutive’s employment. For avoidance of doubt, (ii) in case of any conflict between the provisions of this Section 4 and the provisions of the Company's present rig yards and (iii) any additional location where Supplemental Policy, the Company, as provisions of the date of any action taken in violation of Supplemental Policy shall govern and determine the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countrymatter.

Non-Competition. In exchange for By and in consideration of the Company’s entering into this Agreement and the Merger Agreement, and the payments to be made by the Company hereunder, and in further consideration described above in Section 5.01of the Employee’s exposure to the Confidential Information of the Entities, the Employee agrees that the Employee shall not, during his the Employee’s employment with the Company and thereafter for a period of six ending twenty-four (624) months after he following the termination of the Employee’s employment for any reason (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, executive, partner, or investor in, any Restricted Enterprise (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 3.2 so long as the Employee does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this Section 3.2, “Restricted Enterprise” shall mean any Person that is no longer employed by engaged, in any geographic area in which the Parent, the Company or any of its or their subsidiaries (unless his employment is terminated after a Change in Controlthe “Company Group”) operates or markets, in any business which event there will be no covenant not to compete and is in competition with the noncompete covenants and obligations herein will terminate on business of the Company Group (i) conducted during the preceding twelve (12) months (or following the Employee’s termination of employment, the twelve (12) months preceding the date of termination of the 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 ’s employment with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee Company) 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 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 proposed to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit be conducted by any orders for any products or services which member of the Company provided and with regard to which Employee had direct Group in its business plan as in effect at that time (or indirect supervision or control, within one (1) year preceding following the Employee's ’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, (ii) compete with the business plan as in effect as of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Employee’s employment with the Company). During the Restriction Period, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with upon request of the Company, and the Employee shall notify the Company consent will not be unreasonably withheld. 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 and (iii) any additional location where the Company, as of the date of any action taken in violation of the nonEmployee’s then-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countrycurrent employment status.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees Executive acknowledges that during his employment with services to be rendered hereunder are of a special and unusual character that have a unique value to the Company and for a period the conduct of six (6) months after he is no longer employed its business, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to the Company (unless his employment is terminated after of the services of Executive for which the Company has contracted hereunder, and because of the confidential information to be obtained by or disclosed to Executive as herein above set forth, and as a Change in Controlmaterial inducement to the Company to enter into this Agreement and to pay and make available to Executive the compensation and other benefits referred to herein, in which event there will be no covenant not to compete and the noncompete Executive covenants and obligations herein will terminate on the date of termination of Employee), Employee agrees that Executive will not, directly or indirectly, either whether as an individualprincipal, proprietoragent, stockholder trustee or through the agency of any corporation, partnership, association or agent (other than as a the holder of up to one percent (1%) not more than 10% of the total outstanding shares stock of a corporation whose shares any company the securities of which are listed traded on a stock exchange regular basis on recognized securities exchanges): (a) while employed under this Agreement and for any period during which Executive is receiving payments from the Company (pursuant to Section 8 hereof) following a termination as a result of Employee's Disability, (i) work for (in any capacity, including without limitation director, officer or traded in accordance employee) any other business or company that competes with the automated quotation system Company and is located in the United States or within 50 miles of any branch office of the National Association Company, or (ii) recruit, or otherwise influence or attempt to induce employees of Securities Dealers)the Company to leave the employment of the Company; and (b) for the one-year period immediately following the termination of this Agreement due to the expiration of the term of this Agreement, partnertermination of Executive for Cause, or Executive's voluntary resignation; and for the one-year period immediately following the last date on which Employee shall receive payments from the Company pursuant to Section 8 hereof following a termination of employment as a result of Employee's Disability, work for a company or business (in any capacity, including without limitation as director, 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 (iemployee) that is primarily engaged in the drilling business of marketing internet related products such as benefits, mortgages, and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually web sites , that competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, Company and is located in the United States or solicit within 50 miles of 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 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 branch office of the Company during Company. Executive has carefully read and considered the one (1) year preceding provisions of Sections 10, 11, and 12 hereof and agrees that the restrictions set forth in such termination from whom sections are fair and reasonable and are reasonably required for 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 protection of the interests of the Company, (ii) compete with its officers, directors, shareholders, and other employees, for the protection of the business of the Company, or (iii) violate and to ensure that Executive devotes his full-time and efforts to 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any business of the Company's present offices. Executive acknowledges that he is qualified to engage in businesses other than those that are subject to this Section 12. It is the belief of the parties, (ii) therefore, that the best protection that can be given to the 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 Sections 10, 11 and 12, the parties agree that the restrictions contained therein shall be enforced to the maximum extent permitted by law. In the event that any of said restrictions shall be held unenforceable by any court of competent jurisdiction, the Company's present rig yards and (iii) any additional location where the Company, as of the date parties hereto agree that it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of any action taken in violation of limitation deemed unenforceable and that as so modified, the non-competition obligations and covenants of covenant shall be as fully enforceable as if it had been set forth herein by the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryparties.

Non-Competition. In exchange for a. Executive acknowledges and recognizes the consideration described above in Section 5.01, Employee agrees that during his employment with highly competitive nature of the businesses of the Company and accordingly agrees as follows: (i) During the Employment Term and, for a period of six (6) months after he is no longer one year following the date Executive ceases to be employed by the Company (unless his the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization engaged in a Competitive Business (as defined below), directly or indirectly solicit or assist in soliciting on behalf of any entity engaged in a Competitive Business, the business of any client or prospective client: (A) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one-year period immediately preceding Executive’s termination of employment; or (C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment. (ii) During the Restricted Period, Executive will not directly or indirectly: (A) engage in a Competitive Business; (B) enter the employ of, or render any services to, any person or entity (or any division of any person or entity) who or which engages in a Competitive Business; provided that Executive shall not be prohibited from rendering any services to any company that derives less than 10% of its revenues from a Competitive Business (a “Permitted Company”), if such services or employment relate solely to a business of the Company that is terminated not in competition with a Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; provided, however, a Competitive Business shall not include a Permitted Company, or (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members or investors of the Company of which it is reasonable to expect that Executive is aware. (iii) For purposes of this Agreement, “Competitive Business” means the development, manufacture, license, sale or provision of products or services that the Company currently, or at any time during the Employment Term, sells, manufactures, licenses or provides, or has specific plans to do so, including without limitation styrenic block copolymers made by anionic polymerization. (iv) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in a Competitive Business which is publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such person. (v) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, company, business entity or other organization whatsoever, directly or indirectly: (A) solicit or encourage any employee of the Company to leave the employment of the Company; or (B) hire any such employee who was employed by the Company as of the date of Executive’s termination of employment with the Company or who left the employment of the Company coincident with, or within six months prior to or after, the termination of Executive’s employment with the Company. Notwithstanding the foregoing, following a Change in Control, Executive will not be restricted from hiring any employee who is terminated without Cause following such Change in which event there will be no covenant not to compete and Control. (vi) During the noncompete covenants and obligations herein will terminate on the date of termination of Employee)Restricted Period, Employee Executive will not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up solicit or encourage to one percent (1%) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance cease to work 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 Company any way engage in any 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 substantial extent individual consultant then under contract with the Company; or. b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which It is expressly understood and agreed that although Executive and the Company provided and with regard to which Employee had 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 consider 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, (ii) compete with the business of the Company, or (iii) 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 restrictions contained in this Section 8 to be performed byreasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or otherwise use, utilize or benefit from the services of any officer, director, employee territory or any other individual holding a position with restriction contained in this Agreement is an unenforceable restriction against Executive, the Company within two (2) years after the date provisions of termination this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Companycompetent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and Company consent will such restriction cannot be unreasonably withheld. e. The geographical area within which amended so as to make it enforceable, such finding shall not affect the non-competition obligations and covenants enforceability 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryrestrictions contained herein.

Non-Competition. In exchange for Notwithstanding anything to the consideration described above in Section 5.01contrary, Employee agrees the Founder undertakes and covenants to each Investor 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 commencing from the date of termination this Agreement until the later of Employee(i) the second anniversary after the date he ceases to be employed by any Group Company, or (ii) the second anniversary after the date he ceases to hold any Shares of the Company, 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), Employee will notand Majority Series C Preferred Shareholders either on his/her own account or through any of his/her Affiliates, or in conjunction with or on behalf of any other Person: (i) carry out, be engaged, concerned or interested in, directly or indirectly, either whether as an individualshareholder, proprietordirector, stockholder officer, employee, partner, agent, consultant or adviser in any business in direct competition with, or otherwise related to, the business relating to providing the Business conducted or to be conducted by the Company or any of its Subsidiaries (other the “Competitors”), provided that the Founder shall be permitted to hold less than as a holder of up to one percent (1%) of the outstanding shares total share capital of a corporation whose shares are listed on public company that is 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 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 substantial extent 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 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 CompanyCompetitor, (ii) compete 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 the habit of dealing with the business of the such Group Company, or (iii) violate provide consulting service to the terms of Competitors in any employment, non-competition form. In the event any entity directly or indirectly established or managed by Founder engages or will engage in any business which is the same or similar agreement to or otherwise competes with the Company; or d. employBusiness of the Group Companies during the said period, directly or indirectly, permit the employment of, contract for services or work Founder shall cause such entity to be performed by, or otherwise use, utilize or benefit from disclose any relevant information to the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with Investors upon request and transfer such lawful business to the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from any Subsidiary designated by the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldimmediately. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In (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, without the written consent of the Company, directly or indirectly, (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, any systems management software business which is conducted in any of the jurisdictions in which the Company's business is conducted; provided, however, that nothing contained herein will prevent Employee from 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 consideration described above account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, representatives or agents or (B) transact any business, associated with systems management software or services, with any customer or supplier of the Company 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 himself or 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 5.019(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. This Section 8(b) shall be of no effect, and the Employee 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 Company terminates its employment of the 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 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. (d) With respect to the covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that during his employment with any remedy at law for any breach or threatened or attempted breach of such covenants may be inadequate and that 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 shall be no covenant not entitled 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 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 substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 specific performance or any other individual holding mode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a position with court might award without the Company within two (2) years after necessity of showing any actual damage or irreparable harm or the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 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 and (iii) any additional location where the Company, as of the date posting of any action taken in violation bond or furnishing of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countrysecurity.

Non-Competition. 4.1. In exchange for consideration of the consideration described above Employee’s rights and benefits hereunder, and in Section 5.01order to enable the Company to effectively protect its Proprietary Information, the Employee agrees that and undertakes that: 4.1.1. he will not, during his employment with the Company term of this Agreement and for a period of six twelve (612) 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 following termination of Employee), Employee will notthereof for whatever reason, 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)owner, partner, officerjoint venturer, employee or otherwise: a. work forstockholder, become an employee ofemployee, invest inservice provider, provide consulting services to or in any way engage in any 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 substantial extent with the Company; or b. providebroker, sellagent, offer to sellprincipal, 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 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 corporate officer, director, employee licensor or in any other individual to (i) leave his or her employment or position with the Companycapacity whatever engage in,, (ii) compete with the business of the Company, or (iii) 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 employed by, or otherwise use, utilize any business or benefit from the venture that is engaged in any activities competing with products or services of any officer, director, employee or any other individual holding a position with offered by the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated during Employee’s employment with the Company, whichever period expires earlier, as of the termination date of his employment, to be offered or produced within a reasonable time following such termination; provided provided, however, that the Employee can seek written consent from 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 Company to hire 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 personally or in any business in which he is an officer, directordirector or shareholder, employee for any purpose or individual who has terminated employment 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 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 specifically acknowledges, stipulates and agrees as follows: (i) the protective covenants set forth herein are reasonable and necessary to protect the goodwill, 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 one 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 activity, 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 the provisions of the Agreement may be found inadequate and therefore agrees that, in addition to all of the remedies available to Company consent in the event of a breach or a threatened breach of any of such 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 (“Other Inventions’’). The Other Inventions will not be unreasonably withheld. e. The geographical area within which considered as competition with 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters Company whatsoever and the Company is not then doing business in that other country, there will Employee shall be no territorial limitations extending into such other countryentitled to keep receiving royalties as per the Other Inventions.

Non-Competition. In exchange a. Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its affiliates and accordingly agrees that, during the Employment Term and for a period of one year following the consideration described above date Executive ceases to be employed by the Company due to (x) a termination by the Company for Cause, (y) a resignation by Executive without Good Reason or (z) Executive's election not to extend the Employment Term pursuant to Section 1 of the Agreement, Executive shall not: (i) other than on behalf of the Company and its affiliates, initiate contact with, or seek to provide investment advisory services to, (x) during the period when Executive remains in Section 5.01the employment of the Company and its affiliates, Employee agrees that any person to whom the Company or an affiliate rendered such services during his Executive's employment with the Company and for a its affiliates and (y) following Executive's termination of employment with the Company and its affiliates, any person to whom the Company or an affiliate rendered such services during the three-year period prior to such termination of six employment; (6ii) months after he solicit or seek to induce or actually induce any person who is no longer employed by the Company or an affiliate during Executive's employment with the Company and its affiliates, or who becomes employed by the Company or an affiliate at any time during the three-month period following the termination of Executive's employment, to discontinue such employment, or hire or employ any such person; (unless his employment iii) directly or indirectly engage in any business that competes with the business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is terminated after a Change in Control, aware of such planning) within the United States or any other country in which event there will be no covenant not to compete and the noncompete covenants and obligations Company or its affiliates is conducting business at the time of determination (a "Competitive Business"); (iv) directly or indirectly enter the employ of, or render any services to, any "person" (as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto) (or any division or controlled or controlling affiliate of any person) who or which engages in a Competitive Business; (v) directly or indirectly acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; provided that nothing herein will terminate shall preclude Executive from directly or indirectly, owning, solely as an investment, securities of any person engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the date over-the-counter market, if Executive (x) is not a controlling person of, or a member of termination of Employee)a group which controls, Employee will such person and (y) does not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder own 5% or more of up to one percent (1%) any class of the outstanding shares securities 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 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 substantial extent with the Companysuch person; or b. provide, sell, offer to sell, lease, offer to lease(vi) directly or indirectly interfere with, or solicit any orders for any products attempt to interfere with, business relationships (whether formed before, on or services which the Company provided and with regard to which Employee had 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with this Agreement) between the Company or within two (2) years after such officerany of its affiliates and customers, directorclients, employee suppliers, partners, members or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from investors of the Company or its affiliates. b. It is expressly understood and agreed that, although Executive and the Company consider the restrictions contained in this Section 8 to hire be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an officerunenforceable restriction against Executive, directorthe provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, employee or individual who has terminated employment with the Companyif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and Company consent will such restriction cannot be unreasonably withheld. e. The geographical area within which amended so as to make it enforceable, such finding shall not affect the non-competition obligations and covenants enforceability 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryrestrictions contained herein.

Non-Competition. In exchange for During the consideration described above in Section 5.01Employment Term, Employee agrees that during his employment with the Company including any extensions thereof, and for a period of six (6) 18 months after he is no longer employed by immediately following 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 EmployeeExecutive’s employment under this Agreement for any reason other than death (the “Restrictive Period”), Employee will notexcept as provided herein, Executive shall not directly or indirectly, either as an individual, proprietor, stockholder : (other than as a holder of up to one percent (1%a) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded engage 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 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 substantial extent with the Company; or b. providemanner be connected or concerned, 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 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 whether as an officer, director, employee stockholder, partner, owner, employee, advisor, creditor, or other individual to (i) leave his or her employment or position otherwise with the Companydevelopment, (ii) compete operation, management, or conduct of any business in 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 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 (iiic) violate solicit, hire or otherwise interfere with the terms of Company relationship with any employment, non-competition person then or similar agreement with previously employed by the Company; or d. employprovided, directly or indirectlyhowever, permit that, after the employment oftermination of Executive’s employment, contract for services or work to Executive shall not be performed by, or otherwise use, utilize or benefit from bound by the services Covenant set forth in this subparagraph following a material breach by the Company of any officerof its obligations to the Executive hereunder or in the event of the cessation or dissolution of the Company business. As used herein, director, employee “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any other individual holding Change in Control. Nothing contained herein shall prohibit Executive from owning up to 3% of the stock of a position publicly traded company that competes with the business of the Company within two (2) years after or, following the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated his employment with the Company, whichever period expires earlier; provided howeverprevent 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, Employee can seek written consent from does not provide services with respect to and is not otherwise involved in the Company to hire an officer, director, employee line or individual who has terminated employment lines of business of such other company that compete 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 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for By and in consideration of the consideration described above in Section 5.01, Employee agrees that during his employment with Company's entering into this Agreement and providing the Company compensation and for a period of six (6) months after he is no longer employed benefits to be provided by the Company to the Executive, and further in consideration of the Executive's continued exposure to the confidential and proprietary information of the Company (unless his employment is terminated after a Change in Controlincluding, in which event there will be no covenant not to compete and without limitation, the noncompete covenants and obligations herein will terminate on the date of termination of EmployeeTrade Secrets), Employee the Executive agrees that the Executive 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 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 substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 Term and 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 (2) years after thereafter, engage in any "Competitive Activity" (as defined below). For purposes of this Agreement, the date term "COMPETITIVE ACTIVITY" shall mean engaging in any of termination the following activities: (A) serving as a director of any "Competitor" (as defined below); (B) directly or indirectly through one or more intermediaries, either (x) controlling any Competitor or (y) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and, at the time of any acquisition, do not exceed 5% of the particular class of interests outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or other entity in which the Executive owns an equity interest, a portion of the interests in such Competitor owned by such entity shall be attributed to the Executive, such portion determined by applying the percentage of the equity interest in such entity owned by the Executive to the interests in such Competitor owned by such entity); (C) employment by (including, without limitation, serving as an officer or partner of), providing consulting services to (including, without limitation, as an independent contractor), or managing or operating the business or affairs of, any Competitor; or (D) participating in the ownership, management, operation or control of Employee or being connected in any manner with any Competitor. For purposes of this Agreement, the term "COMPETITOR" shall mean any person (other than the Company or within two any affiliate thereof) that competes, either directly or indirectly, at the time of determination, in any "Restricted Area" (2as defined below) years after such officer, director, employee or 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 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present officesbusiness conducted by the Company or any affiliate thereof. For purposes of this Agreement, (ii) the term "RESTRICTED AREA" shall mean any state or territory of the Company's present rig yards and (iii) United States in which the Company or any additional location where the Company, as of the date affiliate thereof conducts business or any state or similar subdivision of any action taken in violation of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other foreign country.

Non-Competition. In exchange for (a) Other than as the consideration described above Purchaser has already disclosed to the Company concerning the Purchaser's current activities and operations and as expanded in Section 5.01, Employee agrees that during his employment the future in businesses competitive with the Company and for a period Company's, all of six (6) months after he is no longer employed by which are expressly excluded from the Company (unless his employment is terminated after a Change in Controlterms of this Section 4.2, 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 Purchaser will not, directly or indirectly, either as an individualown any interest in, proprietorparticipate or engage in, stockholder assist, render any services (other than as a holder of up to one percent (1%including advisory services) 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)to, partnerbecome associated with, officer, employee or otherwise: a. work for, or otherwise become an employee of, invest in, provide consulting services to or in any way engage in any 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 substantial extent or manner connected with the Company; or b. provideownership, sellmanagement, offer to sell, lease, offer to leaseoperation, or solicit control of, 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 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, (ii) compete with the business of the Companyperson that engages in, or (iii) violate the terms of assists others in engaging in or conducting any employmentbusiness, non-competition or similar agreement with the Company; or d. employwhich deals, directly or indirectly, permit in products or services competitive with the employment of, contract for services or work to be performed byCompany's, or otherwise useany of its Subsidiaries', utilize product line or benefit services, anywhere in the world; provided, however, that the above shall not be 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 services of any officerover-the-counter market, directorprovided that the Purchaser at no time owns, employee directly or any other individual holding a position with the Company within indirectly, beneficially or otherwise, two (2%) years after 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 date of termination of employment of Employee 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 within two (2) years after such officerany of its Subsidiaries, director, employee or individual terminated employment which would be competitive with the Company, whichever period expires earlier; provided however, Employee can seek written consent from goods or services that the Company or any of its Subsidiaries has planned to hire an officer, director, employee provide to any customer of the Company or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldany of its Subsidiaries. e. (c) The geographical area within which Purchaser agrees that it shall not divulge to others, nor shall he use to the non-competition obligations and covenants detriment of the Agreement shall apply is that territory within two hundred Company or any of its Subsidiaries, or in any 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 or its Subsidiaries. (200d) miles of (i) The Purchaser will neither solicit, hire or seek to solicit or hire any of the Company's present offices, (ii) or any of its Subsidiaries' personnel in any capacity whatsoever nor shall the Purchaser induce or attempt to induce any of the Company's present rig yards and (iii) or any additional location where of its Subsidiaries' personnel to leave the Company, as employ of the date of any action taken in violation of Company to work for the non-competition obligations and covenants of the Agreement, has an office, a rig yard, Purchaser or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryotherwise.

Non-Competition. In exchange Without the consent in writing of the Board, 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 (i) engage (either as owner, investor, partner, stockholder, employer, employee, consultant, advisor, or director) in any business in the consideration described above continental United States in Section 5.01which he has been directly engaged on behalf of the Company or any subsidiary, Employee agrees that or has 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 date of termination; (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 or her employment with the Company and for 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; provided, however, that the limitation contained in clause (i) above shall not apply if Executive's employment is terminated as a period result of six (6) months after he is no longer employed a termination by the Company (unless his employment is terminated after following a Change in Control, in which event there will be no covenant not a termination by Executive for Good Reason, a termination due to compete and the noncompete covenants and obligations herein will terminate on the date Disability, Normal Retirement, or Approved Early Retirement. The provisions 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 subparagraphs (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 substantial extent 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 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), (ii) compete with the business of the Company), or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 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 and (iii) any additional location where the Company, as above are separate and distinct commitments independent of each of the date other subparagraphs. It is agreed that the ownership of not more than one percent of the equity securities of any action taken company having securities listed on an exchange or regularly traded in violation the over-the-counter market shall not, of the non-competition obligations and covenants itself, be deemed inconsistent with clause (i) of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred this paragraph (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 territorial limitations extending into such other countrya).

Non-Competition. In exchange for (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the consideration described above Company, he will not during the Employment Period: participate in, be employed in Section 5.01any capacity by, Employee agrees that during his employment 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 Executive agrees that, for a period of six (6) months after he is no longer employed the end of the Executive's employment by the Company (unless his such employment is terminated after due to a Change breach of the terms hereof by the Company in Controlfailing 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 there will the following shall be no covenant inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse's family or through any trust or other contractual arrangement, a 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 compete 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 noncompete covenants and obligations herein will terminate on 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 termination its Subsidiaries. (c) Executive further agrees, for twelve (12) months following the end of Employeethe 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), Employee 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 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) 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, either as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an individualemployee, proprietoragent, stockholder (other than as a holder associate or consultant 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 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 substantial extent 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 one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer corporation, other than for such products or services the exclusive benefit of the Company during or any of its Subsidiaries, solicit or accept business from, or perform or supervise the one (1) year preceding performance of any services related to such termination from whom the Company had solicited business during such one (1) year; or c. solicitfor, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his any client of the Company or her any of its Subsidiaries who was a client during the Executive's employment or position with the Company, (ii) compete with the business any clients or prospective clients of the CompanyCompany or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) violate any former client of the terms Company or any of any employment, non-competition its Subsidiaries who was a client within one (1) year prior to the Executive's termination of employment and who was solicited or similar agreement with the Company; or d. employserviced, directly or indirectly, permit by the employment of, contract for services or work to be performed byExecutive, or otherwise useby those supervised, utilize directly or benefit from indirectly, by the services Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two 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. (2e) years after such officerThe 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 18 by the Executive, director, employee or individual terminated employment with and the Executive therefore agrees that the Company, whichever period expires earlier; provided howeverin addition to recovering on any claim for damages or obtaining any other remedy available at law, Employee can seek written consent from also may enforce the Company to hire an officer, director, employee terms of this Section 18 by injunction or individual who has terminated employment with the Companyspecific performance, and Company consent will not be unreasonably withheldmay obtain any other appropriate remedy available in equity. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for Executive acknowledges that his employment with the consideration described above Company has in Section 5.01the past and will, Employee of necessity, provide him with specialized knowledge which, if used in competition with the Company could cause serious harm to the Company. Accordingly, the Executive agrees that during his employment with the Company and for a period of six one (61) months 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 the noncompete covenants and obligations provisions of the covenant not to compete herein contained will terminate on the date of termination of Employee), Employee the Executive) the Executive 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 provides, produces, leases or sells products or services of the 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 (i1) is primarily engaged year preceding the Executive's termination of employment, in any area where the drilling and workover Company provided, produced, leased or sold such products or services at any time during the one (1) year preceding such termination of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; 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 Employee the Executive had direct or indirect supervision or control, within one (1) year preceding EmployeeExecutive's termination of employment, to or from any person, firm or entity which was a Customer 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 to: (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or (iii) 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, 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 (2) years after the date Date of termination Termination of employment of Employee Executive with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires occurs earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or 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 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Period and for a period of six one (61) months year after he is no longer employed by the Company end of the Employment Period (unless his employment Employee is terminated after a Change in ControlControl with the right to payments and benefits under Article IV, in which event there will be no covenant not to compete and the noncompete non-compete covenants and obligations herein will terminate on the date of termination of EmployeeTermination), 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 primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) 5.02e and (ii) actually competes to a substantial extent 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 one (1) year preceding Employee's termination of employment’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 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, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) 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 one (21) years year after the date of termination of employment of Employee with the Company Termination or within two one (21) years year after such officer, director, employee or 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 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 Agreement shall apply is that territory within two one hundred (200100) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’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 rig yard, a rig operation or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the two one hundred (200100) 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 territorial limitations extending into such other country.

Non-Competition. In exchange for (a) During the consideration described above 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 Section 5.01the year preceding his termination, Employee agrees 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 during his employment 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 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 directly or indirectly (as a director, stockholder, officer, Executive, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with (i) any business or organization which engages in competition with the Company and for a period or any of six (6) months after he its Affiliates in the United States or any other geographical area where any business is no longer employed presently carried on by the Company or any of its Affiliates, or (unless ii) any business or organization which engages in competition with the Company or any of its Affiliates in any geographical area where any business shall be hereafter, during the period of the Executive's employment by the Company, carried on by the Company or any of its Affiliates, if such business is being carried on by the Company or any of its Affiliates in such geographical area during the Non-Competition Period; and (iv) the Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any employee of the Company or any of its Affiliates; provided, however, that 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 is terminated after a Change in Controlfor Good Reason; and provided, in which event there will further, that the provisions of this Section 11(a) shall not be no covenant deemed to prohibit the Executive's ownership of 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 more than as a holder of up to one five percent (15%) of the outstanding total shares of a corporation whose shares are listed on a all classes of stock exchange or traded in accordance with the automated quotation system outstanding of the National Association of Securities Dealers), partner, officer, employee or otherwise:any publicly-held company. a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (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 properly required for the adequate protection of the businesses of the Company and its Affiliates. It is primarily engaged understood and agreed that the covenants made by the Executive in the drilling this Section 11 (and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e10 hereof) and shall survive the expiration or termination of this Agreement. (ii) actually competes to The Executive acknowledges and agrees that a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders remedy at law for any products breach or services which threatened breach of the provisions of this Section 11 would be inadequate and, therefore, agrees that the Company provided and with regard any of its Affiliates shall be entitled to which Employee had direct or indirect supervision or control, within one (1) year preceding Employee's termination of employment, injunctive relief in addition 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, (ii) compete with the business of the Company, or (iii) violate the terms available rights and remedies in cases of any employmentsuch breach or threatened breach; provided, non-competition or similar agreement with the Company; or d. employhowever, directly or indirectly, permit the employment of, contract for services or work to that nothing contained herein shall 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 (2) years after the date of termination of employment of Employee with construed as prohibiting the Company or within two (2) years after such officer, director, employee or 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 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) its Affiliates from pursuing any of the Company's present rig yards other rights and (iii) remedies available for 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, such breach or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countrythreatened breach.

Non-Competition. In exchange for consideration of the consideration described above Company's grant of the Award to the Grantee, the Grantee agrees that, during the Restricted Period (as defined in Section 5.01, Employee agrees that during his employment with the Company and for a period 3.14(i) 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 Employeethis Award Agreement), Employee the Grantee will not, directly or indirectly, either as an individual, proprietor, stockholder indirectly (other than as a holder except on behalf of up to one percent (1%) or with the prior written consent of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded Company, which consent may be withheld 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 Company's sole discretion): (i) is primarily engaged provide services of a leadership, management, executive, operational, or advisory capacity and/or participate in the drilling and workover ownership of oil and gas ▇▇▇▇▇ or provide financial backing to an automotive dealership that is located within the geographical area described Area (as defined in Section 5.02(e3.14(i) and of this Award Agreement); (ii) actually provide senior/corporate level leadership, executive, 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 services of a leadership, management, executive, operational, or advisory capacity for anyone or any business whose focus is buying, conglomerating, or otherwise acquiring one or more automotive dealerships that are located within the Area. For purposes of this Section 3.14(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 to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit (B) less than an aggregate of 10% in value of 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 one (1) year preceding Employee's termination instrument of employment, to or from any person, firm or entity which was indebtedness of 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 that competes with the Company, (ii. The Company further agrees that nothing in this Section 3.14(a) compete with prohibits the business of the CompanyGrantee from accepting employment from, or (iii) violate performing services for, businesses engaged in 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 byfinance industry, or otherwise use, utilize businesses engaged in the manufacturing and/or sale of automobile parts or benefit from the services provision of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlierautomotive service; provided however, Employee can seek written consent from that such businesses do not also engage in the Company to hire an officer, director, employee or individual who has terminated employment with retail sale of automobiles within the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants Area. By way 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 and (iii) any additional location where the Companyexample, as of the date of any action taken Grant Date, nothing in violation of this Section 3.14(a) would prohibit the non-competition obligations and covenants of the AgreementGrantee from working with such businesses as American General Finance, has an office, a rig yardNAPA Auto Parts, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryGoodyear.

Non-Competition. In exchange for view of the 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 described above in Section 5.01of the compensation to be received hereunder, Employee Executive agrees that during his employment with the Company Employment Period and for a period thereafter until the first anniversary 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)the Employment Period, Employee he will not, anywhere in the world, directly or indirectly, either as an individualfor his own benefit or for, proprietorwith, stockholder (or through any other than person, firm, or corporation, a) own, manage, operate, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected 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)director, officer, employee, partner, officerconsultant, employee agent, independent contractor, or otherwise: a. work forotherwise with, become an employee ofor acquiesce in the use of his name by, invest inany person, provide consulting services to corporation, organization or in any way engage in any other business which (i) entity that is primarily engaged in the drilling and workover business of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. providedeveloping, sellmanufacturing, offer to sell, lease, offer to lease, selling or solicit any orders for any providing human infertility treatments or products or services which the Company provided and with regard is otherwise engaged in a business similar to which Employee had 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, (ii) compete with the business of the Company; b) reveal the name of, solicit or interfere with, or (iii) violate endeavor to entice away from the terms Company any of any employmentits suppliers, 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 byclients, or otherwise use, utilize employees; or benefit from the services c) employ any person who was an employee of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date a period of termination of employment of Employee with the Company or within two (2) years one year after such officer, director, employee or individual terminated employment with person leaves the employ of the Company, whichever period expires earlier; provided provided, however, Employee can seek written consent from that the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent provisions of this Section 7 will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants deemed breached merely because Executive owns not more than 1% of the Agreement shall apply outstanding common stock of a corporation that is registered under the Securities Exchange Act of 1934, as amended. Executive agrees that territory within two hundred (200) miles the provisions of (i) 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 Company's present officesextent, (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 yardduration, or definitive plans geographical scope hereof, or otherwise, then the court making such determination has the right to locate an office reduce the extent, duration, geographical scope, or a rig yard. Notwithstanding the foregoingother provisions hereof as may be necessary to comply with and be enforceable under applicable law, if the two hundred (200) mile radius extends into another country or its territorial waters 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 is not then doing business in that other country, there will be no territorial limitations extending into such other countryand its direct and indirect subsidiaries.

Non-Competition. In exchange for During the consideration described above in Section 5.01Employment Term, Employee agrees that during his employment with the Company including any extensions thereof, and for a period of six (6) 18 months after he is no longer employed by immediately following 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 EmployeeExecutive’s employment under this Agreement for any reason other than death (the “Restrictive Period”), Employee will notexcept as provided herein, Executive shall not directly or indirectly, either as an individual, proprietor, stockholder : (other than as a holder of up to one percent (1%a) of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded engage 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 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 substantial extent with the Company; or b. providemanner be connected or concerned, 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 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 whether as an officer, director, employee stockholder, partner, owner, employee, advisor, creditor, or other individual to (i) leave his or her employment or position otherwise with the Companydevelopment, (ii) compete operation, management, or conduct of any business in 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 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 (iiic) violate the terms of any employmentsolicit, non-competition hire or similar agreement otherwise interfere with the Company’s relationship with any person then or previously employed by Company; or d. employprovided, directly or indirectlyhowever, permit that, after the employment oftermination of Executive’s employment, contract for services or work to Executive shall not be performed by, or otherwise use, utilize or benefit from bound by the services Covenant set forth in this subparagraph following a material breach by the Company of any officerof its obligations to the Executive hereunder or in the event of the cessation or dissolution of the Company’s business. As used herein, director, employee “cessation or dissolution” means total liquidation of the Company and does not include a cessation of business due to any other individual holding Change in Control. Nothing contained herein shall prohibit Executive from owning up to 3% of the stock of a position publicly traded company that competes with the business of the Company within two (2) years after or, following the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated his employment with the Company, whichever period expires earlier; provided howeverprevent 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, Employee can seek written consent from does not provide services with respect to and is not otherwise involved in the Company to hire an officer, director, employee line or individual who has terminated employment lines of business of such other company that compete 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 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the consideration described above Company, he will not during the Employment Period: participate in, be employed in Section 5.01any capacity by, Employee agrees that during his employment 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 and 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 Executive agrees that, for a period of six (6) months after he is no longer employed the end of Executive's employment by the Company (unless his such employment is terminated after due to a Change breach of the terms hereof by the Company in Controlfailing 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 there will the following shall be no covenant not to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employeeinapplicable), Employee will notthe Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse's family or through any trust or other contractual arrangement, a greater than five percent (5%) interest in, or otherwise control either directly or indirectly, either or (2) participate in, be employed in any capacity by, or serve as an individualdirector, proprietorconsultant, 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 agent or traded in accordance with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee or otherwise: a. work representative for, become an employee ofany partnership, invest incorporation, provide consulting services to or in any way engage in any business other entity which (i) is primarily engaged in the drilling and workover business of oil and gas ▇▇▇▇▇ within developing, licensing, or selling technology, products or services which are directly competitive with the geographical area described in Section 5.02(eBusiness 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) and Executive further agrees, for twelve months following the end of Executive's employment by the Company (ii) actually competes unless such employment is terminated due to a substantial extent breach of the terms hereof by the Company as described above), to refrain from directly or indirectly soliciting 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 adverse to the Company; or b. provide, sell, offer Business of the Company or any of its Subsidiaries or with and to sell, lease, offer to lease, or solicit any orders for any products or services which being offered by the Company provided 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 with regard any other remedy available at law would be inadequate to which Employee had direct redress or indirect supervision remedy any loss or control, within one (1) year preceding Employee's termination of employment, to or from damage suffered by the Company upon any person, firm or entity which was a Customer for such products or services breach of the Company during terms of this Section 18 by the one (1) year preceding such termination from whom Executive, and 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 Executive therefore agrees that the Company, (ii) compete with the business of the Companyin addition to recovering on any claim for damages or obtaining any other remedy available at law, or (iii) violate also may enforce the terms of any employmentthis Section 18 by injunction or specific performance, 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 and may obtain any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldappropriate remedy available in equity. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In (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, without the written consent of the Company, directly or indirectly, (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, any systems management software business which is conducted in any of the jurisdictions in which the Company's business is conducted; provided, however, that nothing contained herein will prevent Employee from 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 over-the-counter securities market, so long as such involvement with the issuer of any such securities is solely that of a passive investor; (ii) for his own account or for the consideration described above account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, representatives or 5 agents or (B) transact any business with any customer or supplier of the Company 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 himself or 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 5.019(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. This Section 8(b) shall be of no effect, and the Employee 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 Company terminates its employment of the 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 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. (d) With respect to the covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that during his employment with any remedy at law for any breach or threatened or attempted breach of such covenants may be inadequate and that 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 shall be no covenant not entitled 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 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 substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 specific performance or any other individual holding mode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a position with court might award without the Company within two (2) years after necessity of showing any actual damage or irreparable harm or the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 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 and (iii) any additional location where the Company, as of the date posting of any action taken in violation bond or furnishing of the non-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countrysecurity.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and for a period of six two (62) months years after he is no longer employed by the Company (unless his employment (i) Employee is terminated after a Change in ControlControl with the right to payments and benefits under Article IV or (ii) Employee is terminated pursuant to Section 3.06, in which event 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 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 substantial extent 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 one three (13) year years preceding Employee's ’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 three (13) year years preceding such termination from whom the Company had solicited business during such one three (13) yearyears; 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, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employ, directly or indirectly, permit indirectly (i) influence the employment of, or engagement in any contract for services or work to be performed by, or (ii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’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 rig yard, a rig operation or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for a. Executive acknowledges and recognizes the consideration described above highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During the period in Section 5.01, Employee agrees that during his employment with which Executive remains employed by the Company and for a period of six (6) 24 months after he is no longer following the date Executive ceases to be employed by the Company (unless his which, for the avoidance of doubt, cessation of employment may occur after the expiration of the Employment Term)(the “Restricted Period”), subject to the Company’s payment to Executive of any amounts owing to Executive pursuant to Section 7 (other than any failure by the Company to make such payment in connection with or as a result of Executive’s breach of the provisions of Section 8 or 9), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: (i) engage in any business that competes with the business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is terminated aware of such planning) in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its products or services (a “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or 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 this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of Employee)employment with the Company or who left the employment of the Company or its affiliates coincident with, Employee or within one year prior to or after, the termination of Executive’s employment with the Company. (5) During the Restricted Period, Executive 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 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 substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 cease to 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment its affiliates any consultant then under contract with the Company, whichever period expires earlier; provided however, Employee can seek written consent from Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to hire be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an officerunenforceable restriction against Executive, directorthe provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, employee or individual who has terminated employment with the Companyif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and Company consent will such restriction cannot be unreasonably withheld. e. The geographical area within which amended so as to make it enforceable, such finding shall not affect the non-competition obligations and covenants enforceability 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryrestrictions contained herein.

Non-Competition. In exchange for (a) The Executive agrees that, except in accordance with his duties under this Agreement on behalf of the consideration described above Company, he will not during the Employment Period: participate in, be employed in Section 5.01any capacity by, Employee agrees that during his employment 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 Executive agrees that, for a period of six (6) months after he is no longer employed the end of the Executive’s employment by the Company (unless his such employment is terminated after due to a Change breach of the terms hereof by the Company in Controlfailing 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 there will the following shall be no covenant inapplicable), the Executive shall not (1) own, either directly or indirectly or through or in conjunction with one or more members of his or his spouse’s family or through any trust or other contractual arrangement, a 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 compete 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), 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 Business of the Company or any of its Subsidiaries or with and to any products or services being offered by the noncompete covenants and obligations herein will terminate on 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 termination its Subsidiaries. (d) Executive further agrees, while employed by the Company and for twelve (12) months following the end of Employeethe 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), Employee that he will not, directly or indirectly, either as a sole proprietor, member of a partnership or as a stockholder, investor, officer or director of a corporation, or as an individualemployee, proprietoragent, stockholder (other than as a holder associate or consultant 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 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 substantial extent 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 one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer corporation, other than for such products or services the exclusive benefit of the Company during or any of its Subsidiaries, solicit or accept business from, or perform or supervise the one (1) year preceding performance of any services related to such termination from whom the Company had solicited business during such one (1) year; or c. solicitfor, aid, counsel or encourage any officer, director, employee or other individual to (i) leave his any client of the Company or her any of its Subsidiaries who was a client during the Executive’s employment or position with the Company, (ii) compete with the business any clients or prospective clients of the CompanyCompany or any of its Subsidiaries who were solicited or serviced, directly or indirectly, by the Executive, in whole or in part, or (iii) violate any former client of the terms Company or any of any employment, non-competition its Subsidiaries who was a client within one (1) year prior to the Executive’s termination of employment and who was solicited or similar agreement with the Company; or d. employserviced, directly or indirectly, permit by the employment of, contract for services or work to be performed byExecutive, or otherwise useby those supervised, utilize directly or benefit from indirectly, by the services Executive, in whole or in part, in connection with activities that would be directly competitive with and/or adverse to the Business of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two 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. (2e) years after such officerThe 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 18 by the Executive, director, employee or individual terminated employment with and the Executive therefore agrees that the Company, whichever period expires earlier; provided howeverin addition to recovering on any claim for damages or obtaining any other remedy available at law, Employee can seek written consent from also may enforce the Company to hire an officer, director, employee terms of this Section 18 by injunction or individual who has terminated employment with the Companyspecific performance, and Company consent will not be unreasonably withheldmay obtain any other appropriate remedy available in equity. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee agrees that during his employment with the Company and (a) The term of Non-Competition (herein so called) shall be for a period term beginning on the effective date hereof and continuing until (i) the first anniversary of six (6) months after he the Date of Termination if the Employee's employment is no longer employed terminated by the Company for Cause or due to Disability or by the Employee without Good Reason, or (unless his ii) the last day of the Severance Period if the Employee's employment is terminated after by the Company without Cause (and not due to Disability) or upon a Change in Controlof Control or by the Employee for Good Reason. (b) During the term of Non-Competition, in which event there will be no covenant the Employee shall not (other than for the benefit of the Company or its affiliates pursuant to compete and the noncompete covenants and obligations herein will terminate on the date of termination of Employeethis Agreement), Employee will not, directly or indirectly, either as an individualrender services to, proprietorassist, stockholder participate in the affairs of, or otherwise be connected with, any person or enterprise (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 DealersCompany), partner, officer, employee which person or otherwise: a. work for, become an employee of, invest enterprise is engaged in, provide consulting services or is planning to or engage in and the Employee has knowledge of such plans, and shall not personally engage in, any business that is in any way engage in any 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 substantial extent 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 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, (ii) compete respect competitive with the business of the Company, or (iii) violate with respect to any products of the terms Company that were within the Employee's responsibility at any time within the twelve-month period immediately prior to the termination of any employment, non-competition or similar agreement the Employee's employment with the Company, in any capacity which would (i) utilize the Employee's services with respect to any such business (a) located within any state of the United States, or any substantially comparable political subdivision of any other country, wherein the Company sold or actively attempted to sell, such products within the twelve-month period immediately prior to the termination of the Employee's employment with the Company or (b) which sells or markets products similar to products sold or marketed by the Company in any such state or comparable subdivision; oror (ii) utilize the Employee's services in selling any products similar to such products of the Company to any person or entity to which the Company sold or actively attempted to sell such products within the twelve-month period immediately prior to the termination of the Employee's employment with the Company (a "Competing Business"). Notwithstanding the foregoing, the Company agrees that the Employee may own less than five percent of the outstanding voting securities of any publicly traded company that is a Competing Business so long as the Employee does not otherwise participate in such Competing Business in any way prohibited by the preceding clause. d. employ(c) During the term of Non-Competition, Employee will not, and will not permit any of his affiliates to, directly or indirectly, permit the employment of, contract for services or work to be performed by, recruit or otherwise usesolicit or induce any employee, utilize customer, subscriber or benefit from supplier of the services of any officer, director, employee Company to terminate its employment or any other individual holding a position arrangement with the Company within two (2) years after the date of termination of employment of Employee Company, otherwise change its relationship with the Company or within two (2) years after such officer, director, employee or individual terminated employment establish any relationship with the Company, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment any of his affiliates for any business purpose deemed competitive 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any business of the Company's present offices. (d) The Employee acknowledges that the geographic boundaries, scope of prohibited activities, and time duration of the preceding paragraphs are reasonable in nature and are no broader than are necessary to maintain the goodwill of the Company and its affiliates and the confidentiality of their Confidential Information, and to protect the other legitimate business interests of the Company and its affiliates. (iie) As used in this Section 9, "Company" shall include the Parent and 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, its direct or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryindirect subsidiaries.

Non-Competition. In exchange 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 consideration described above in Section 5.01Company to enter into this Agreement, Employee hereby agrees that he will not at any time during his employment with by 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 commencing on the date of termination of Employeehis employment and continuing until the expiration of 24 months (the "Non-Competition Period"), Employee will not, directly or indirectly, either as an individualfor himself or for others, proprietor, stockholder (other than as a holder of up to one percent (1%) in any state 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)United States, partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way foreign country where the Company or any of its affiliates is then conducting any business: (a) engage in any business which (i) that 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 substantial extent directly competitive with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which activities conducted by the Company provided and with regard to which Employee had 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, (ii) compete with the business 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 aggregate greater than 25% of the Company's proforma consolidated revenues in 2000; (b) render advice or services to, or (iii) violate the terms of otherwise assist, any employment, non-competition other person or similar agreement with the Company; or d. employentity who is engaged, 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 in any officer, director, employee or any other individual holding a position business that is directly competitive with activities conducted by the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present officessubsidiaries or divisions), which activities conducted by the Company (ii) or any of the Company's present rig yards and (iiisubsidiaries or divisions) any additional location where represent in the aggregate greater than 25% of the Company, as 's proforma consolidated revenues in 2000; or (c) transact any business in any manner pertaining to suppliers or customers of the date of Company or any action taken affiliate which, in violation of the non-competition obligations and covenants of the Agreementany manner, has an office, a rig yardwould have, or definitive plans is likely to locate have, an office adverse effect upon the Company or a rig yardany 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. Notwithstanding the foregoing, if in the two hundred (200event of termination of this Agreement pursuant to Section 4.1(d), 4.1(e) mile radius extends into another country or its territorial waters 4.2(a), the prohibitions of this Article VII shall no longer apply at such time as Employee 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 business similar to the Company's business in specific areas of the world for the Non-Competition Period, but acknowledges that he will receive sufficiently high remuneration and 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 during the period the Company is paying compensation and benefits to Employee pursuant to Articles III or IV hereof, the Company's remedy for breach of the provisions of this Article VII shall include, but shall not then doing business 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 that other countrySection 7.1 hereof to be reasonable and necessary for the purposes of preserving and protecting the good will and proprietary information of the Company, there will nevertheless, if any of the aforesaid restrictions is found by a court having jurisdiction to be no territorial limitations extending into 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 other countrycourt so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

Non-Competition. In exchange for During the consideration described above in Section 5.01, Employee agrees that during his term of the Employee's employment with the Company --------------- hereunder and for a period of six one (61) months year thereafter or for a period of one 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 the noncompete covenants and obligations herein will terminate on the date of any termination of the Employee)'s employment hereunder, the Employee will notnot (a) engage, directly or indirectly, either alone or as an individual, proprietor, stockholder a shareholder (other than as a holder of up to one less than five percent (15%) of the outstanding shares common stock of a corporation whose shares are listed on a stock exchange or any publicly traded in accordance with the automated quotation system of the National Association of Securities Dealerscorporation), partner, officer, employee member, director, employee, consultant or otherwise: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) a. work for(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, become an employee ofhowever, invest inthat the Employee shall not be prevented from being employed by or consulting with any division, provide consulting services to subsidiary or affiliate of any company engaged in any way a Competitive Business so long as the division, subsidiary or affiliate of such company does not directly or indirectly engage in any business which Competitive Business or (ib) 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 substantial extent 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 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 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 (i21) leave his or her days prior to commencement of employment or position with other duties for such company notify the CompanyEmployer as to the name, (ii) compete with address and telephone number of such company and the business name of his new supervisor. The Employer shall have the Company, or (iii) option to take reasonable steps to verify that such employment shall not violate the terms provisions of this Section 9. 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 employment, non-competition or similar agreement with amount due to the Company; or d. employ, directly or indirectly, permit Employee pursuant to ss.6(d) hereof and shall have failed to cure such default within twenty (20) days after written notice from the employment of, contract for services or work Employee specifying such default. If at any time the provisions of this ss.9 shall be determined to be performed byinvalid or unenforceable, by reason of being vague or otherwise useunreasonable as to area, utilize duration or benefit from 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 services of any officer, director, employee court or any other individual holding a position with body having jurisdiction over the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earliermatter; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or 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 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is Employee agrees that this ss.9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not then doing business in that other country, there will be no territorial limitations extending into such other countrybeen included herein.

Non-Competition. A. In exchange consideration of the remuneration and benefits given by the Company hereunder and in view of Executive’s position in the Company that would enable him/her to get access to trade secrets and other Confidential Information, Executive hereby explicitly agrees and commits for the consideration described above in Section 5.01, Employee agrees that during period of his employment with the Company and for a period of six twelve months following his termination of employment with the Company, as follows: (6i) months after he is no longer That he/she shall not attempt in any manner to solicit from any of the Company’s clients business of the type performed by the Company, or to persuade any clients to cease business, to reduce the amount of business which a client has customarily done or contemplates doing with the Company, or any of its subsidiary companies, whether or not the relationship with the Company and such client was originally established in whole or in part through Executive’s efforts; and (ii) That he/she shall not attempt to employ or assist anyone else to employ, any person who is/has been employed by the Company (unless or any of its affiliates and subsidiary companies) within the six months period prior to the Executive’s separation from service with the Company. B. The Executive shall not, at any time during the period of his employment is terminated after with the Company and for a period of twelve months following his termination of employment with the Company, directly or indirectly engage in, have any equity interest in, interview for a potential employment or consulting relationship with or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any portion of the Business (as defined below) of the Company anywhere in the world. Notwithstanding the previous sentence, the twelve month period in the previous sentence shall be substituted with a twenty four month period in the event the Executive’s employment with the Company ends within the twelve month period following a Change in Control, in which event there will be no covenant . Nothing herein shall prohibit the Executive from being a passive owner of 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 more than as a holder of up to one percent (1%) 2% 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 equity interest in any way engage entity that is publicly traded, so long as the Executive has no active participation in any the business which of such entity. As used in this Section 4.1, (i) is primarily engaged in the drilling term “Company” shall include the Company and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) its subsidiaries, and (ii) actually competes to a substantial extent 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 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, (ii) compete with term “Business” shall mean the business of the Company, as such business may be expanded or (iii) 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 altered by the Company within two (2) years after during the date period of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Executive’s employment with the Company. C. Executive agrees that should he/she violate these covenants, whichever period expires earlier; provided however, Employee can seek written consent from damages to the Company will be difficult to hire an officer, director, employee or 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 enforce. In recognition of the Agreement loss that a breach would cause, Executive agrees that the applicable restrictive period shall apply is be extended so 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is not then doing business in that other countryenjoys a complete, there will be no territorial limitations extending into such other countrycontiguous restrictive period during which Executive has honored this Confidentiality Addendum.

Non-Competition. In exchange for During the consideration described above in Section 5.01, Employee agrees that during his Executive’s employment and if the Executive’s employment with the Company terminates, for a period of two years following a CIC Termination and for a period of six one year following a Voluntary Termination (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 Employeeas defined below), Employee will the Executive shall not, directly or indirectly, either within or with respect to the United States of America engage, in any business or activity or render any services or provide any advice to any Competing Entity (as defined below), without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), whether as an individualemployee, 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)consultant, partner, officerprincipal, employee or otherwise: a. work foragent, become an employee ofrepresentative, invest instockholder, provide consulting services to director or in any way engage in any business which (i) is primarily engaged in other capacity, if on the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the effective date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Executive’s employment with the Company, whichever period expires earlier; provided howeversuch Competing Entity develops, Employee can seek written consent from manufactures, sells or distributes any product or products that (a) compete with any product or products sold by the Company or any Affiliate thereof (or to hire an officer, director, employee the Executive’s knowledge are planned for sale or individual who has terminated distribution by the Company or its Affiliates within six (6) months following the effective date of Executive’s termination of employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within ) for which the non-competition obligations and covenants Executive had primary responsibility for any aspect of such product(s) or where 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 and (iii) any additional location where Executive would perform substantially similar employment functions to those performed at the Company, as and (b) represent, individually or in the aggregate, twenty (20%) percent or more of such Competing Entity’s annual gross revenues; provided, however, that the Executive’s ownership of not more than 2% of the date stock of any action taken in publicly-traded corporation shall not be a violation of the non-competition obligations this Section 4.1. As used herein, “Competing Entity” means any business, person or entity, and covenants of the Agreementany Affiliates thereof, has an officewhich develops, a rig yardmanufactures, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoingsells and/or distributes products that are competitive with any products developed, if the two hundred (200) mile radius extends into another country or its territorial waters and manufactured, sold and/or distributed by the Company is and any of its Affiliates, and “Voluntary Termination” means the Executive’s termination of his employment with the Company for any reason other than for Good Reason, death or disability (as defined under the Company’s Long Term Disability or other applicable plan, program or policy). The Executive acknowledges and agrees that his skills are such that he can be gainfully employed in noncompetitive employment and that the agreement not then doing business to compete will in no way prevent him from earning a living. The Executive understands and agrees that other country, there will be no territorial limitations extending into such other countrythe rights and obligations set forth in this Section 4.1 shall survive the termination of this Agreement.

Non-Competition. In exchange for the consideration 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 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 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 substantial extent 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 one (1) year preceding Employee's ’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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's ’s present offices, (ii) any of the Company's ’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 rig yard, a rig operation or definitive plans to locate an office office, a rig operation or a rig yardyard or has recently conducted rig operations. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange (a) Executive agrees that, for a period commencing on the consideration described above date hereof and ending one year after the termination of his employment with the Corporation for any reason, he shall not, anywhere in Section 5.01North America, Employee agrees that 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 Company 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 for any other individual, person, or other entity; (v) use the name of the Corporation or a period 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 six (6) months after he is no longer employed by the Company (unless his employment is terminated after a Change in Controlwith the Corporation, 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 he will not, anywhere in North America, directly or indirectly engage, directly or indirectly, either as an individualindependent contractor or otherwise, proprietorin any activity for or on behalf of any person or entity in a competitive line of business to that carried on by the Corporation, stockholder or engage in any manner in the design, development, manufacturing, assembling, installing, and/or marketing of rechargeable lithium battery technology or other technology competitive with the business carried on by the Corporation or dealt in by Executive during his employment with the Corporation. (c) If during the one year period commencing on the termination of his employment with the Corporation for any reason, Executive, directly or 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 Corporation during the term of his employment therewith, or engages in any manner in the design, development, manufacturing, assembling, installing, and/or marketing of rechargeable lithium battery technology or other than as a holder technology competitive with the business carried on by the Corporation during the term of 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 purchasing or owning up to one five percent (15%) 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 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 substantial extent 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 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, (ii) compete with the business of the Company, or (iii) violate the terms voting securities of any employmentcorporation, nonthe securities of which are publicly-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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldtraded. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for During the consideration 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 Initial Term and the noncompete covenants Renewal Term, if this Agreement is extended pursuant to Section 2, each of the Executives and obligations herein will terminate on the date of termination of Employee), Employee Manager agree that they will not, directly or indirectly, either for their own account or as an individualagent, 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), partneremployee, officer, employee director, trustee consultant or shareholder of any corporation or a member of any firm or otherwise: a. work for, become an employee of, invest in, provide consulting services to or : (i) engage in any way engage in any wholesale and/or retail food business which (i) is primarily engaged in operates within 30 miles of any retail store operated by the drilling and workover of oil and gas ▇▇▇▇▇ within Company at the geographical area described in Section 5.02(e) and time during the Initial Term or the Renewal Term, as the case may be, that the Executives or the Manager wish to so engage; (ii) actually competes induce or attempt to a substantial extent induce any person with an annual salary in excess of $75,000 who is in the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which employ of the Company provided and with regard or any subsidiary or affiliate thereof to which Employee had direct leave the employ of the Company or indirect supervision such subsidiary or control, within one affiliate; or (1iii) year preceding Employee's termination of employment, induce or attempt to induce or from assist any other person, firm or entity which was a Customer for such products or services corporation to do any 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 actions referred to in (i) leave his or her employment or position with (ii) above (provided, that this Section 14 shall not prohibit (A) Executive from owning less than 5% of the Companyequity of any entity that engages in the actions described in (i), (ii) compete with the business of the Company, or (iii) violate above and (B) the terms Executives from providing references for employees 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee its subsidiaries or 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 individual affiliates 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 have been solicited by a prospective employer without violation of the Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) any above); provided, however, that in the event the Company terminates the Agreement prior to the end of the Company's present rig yards and (iii) any additional location where Initial Term or 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoingRenewal Term, if this Agreement is extended pursuant to Section 2, for reasons other than Cause and fails to provide the two hundred (200Executives with the payments required by Section 4(b) mile radius extends into another country or its territorial waters and in the Company is manner provided therein, the provisions of this Section shall not then doing business in that other country, there will be no territorial limitations extending into survive such other countrytermination.

Non-Competition. In exchange for Except as set forth in this Section 13, --------------- the consideration described above in Section 5.01Shareholder agrees that, Employee agrees to assure that during his employment with Parent will retain the value of the business of the Company and the Company Subsidiaries as a "going concern," 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 five years beginning on the date earlier of termination of Employee)the Effective Time or the Option Closing, Employee will the Shareholder shall not, directly or indirectly, either through one or more affiliates, engage or have an interest, anywhere in the United States or Europe, alone or in association with others, as an individualpartner or stockholder or through the investment of capital, proprietorlending of money or property, stockholder or otherwise, 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 violation of this Section 13 for the Shareholder or any of its affiliates to (other i) invest in securities representing less than as a holder of up to one 10 percent (1%) of the outstanding shares capital stock of a corporation whose shares any Person, the securities of which are publicly traded or listed on a stock any securities exchange or traded automated quotation system, or (ii) invest in, own an interest in accordance or acquire, in a single transaction or series of transactions, all or a majority of the equity interests in, or 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 automated quotation system products and services provided by the Company or any Company Subsidiary as of the National Association date referenced above. During the three years beginning on the earlier of Securities Dealers)the Effective Time or the Option Closing, partnerthe Shareholder shall not, officerdirectly or indirectly, employee through one or otherwise: a. work formore affiliates, become on behalf of itself or any other Person, (i) recruit or otherwise solicit or induce any person who is an employee of, invest inor otherwise engaged by, provide consulting services to or in any way engage in any 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 substantial extent with the Company; or b. provideParent, sell, offer to sell, lease, offer to lease, or solicit any orders for any products or services which the Company provided and with regard or any Company Subsidiary or any of their successors to which Employee had 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 terminate his or her employment or position other relationship with Parent, the Company, Company or any Company Subsidiary or (ii) compete with the business offer employment to or employ a person who is at that time an employee (other than secretarial or clerical employees) of the CompanyParent, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or any Company Subsidiary or who was such an employee within two (2) years after of the time of such officeroffer of employment. The foregoing shall not, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from prohibit the Company to hire an officer, director, employee Shareholder or 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any of the Company's present offices, (ii) its affiliates from publishing any general public solicitation 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryemployment opportunities.

Non-Competition. In exchange for the consideration described above in Section 5.01, Employee (a) Executive agrees that during his employment with by the 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 six one (6l) months 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 the noncompete covenants and obligations herein will terminate on the date of termination of EmployeeExecutive’s employment hereunder (or, if applicable, after the final severance payment) (the “Non-Competitive Period”), Employee will Executive shall not, directly or indirectly, either as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or 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 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 any securities of any corporation which is engaged in such business and is publicly owned and traded but in an individual, proprietor, stockholder (other than as a holder of up amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, directly or indirectly, during 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)Non-Competitive Period, 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 primarily engaged in request or cause contracting parties, suppliers or customers with whom the drilling and workover Company or any of oil and gas ▇▇▇▇▇ within its subsidiaries has a business relationship to cancel or terminate any such business relationship with the geographical area described in Section 5.02(e) and Company or any of its subsidiaries or (ii) actually competes to a substantial extent with the Company; or b. providesolicit, sellinterfere with, offer to sell, lease, offer to lease, or solicit any orders for any products or services which entice from the Company provided and with regard to which Employee had direct or indirect supervision hire any employee (or control, within one (1former employee) 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, (ii) compete with the business of the Company, or cause or encourage any other person or entity to take any such action. (iiib) violate Executive acknowledges that the terms Company conducts business on a worldwide basis, that its sales and marketing prospects are for continued expansion into world markets and that, therefore, the territorial and time limitations set forth in this Section 13 are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries. In the event any employment, non-competition such territorial or similar agreement with the Company; or d. employ, directly or indirectly, permit the employment of, contract for services or work time limitation is deemed to be performed byunreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or otherwise use, utilize time limitation to the area or benefit from the services of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after period which such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldcourt deems reasonable. e. The geographical area within which the non-competition obligations and covenants (c) If any portion of the Agreement shall apply is that territory within two hundred (200) miles restrictions set forth in this Section 13 should, for any reason whatsoever, be declared invalid by a court of (i) any competent jurisdiction, the validity or enforceability of the Company's present offices, (ii) any remainder 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country or its territorial waters and the Company is such restrictions shall not then doing business in that other country, there will thereby be no territorial limitations extending into such other countryadversely affected.

Non-Competition. In exchange for By and in consideration of the Parent’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 described above in Section 5.01of the Executive’s exposure to the Confidential Information of the Company and its affiliates, Employee the Executive agrees that the Executive shall not, during his the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of six twelve (612) months after he is no longer employed by thereafter (the “Restriction Period”), directly or indirectly (other than in connection with carrying out his responsibilities for the Company and its affiliates), own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (unless his employment 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 issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is terminated after a Change actively engaged in Control, any geographic area in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on 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 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 Executive’s employment with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee Company) 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 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 proposed to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit be conducted by any orders for any products or services which member of the Company provided and with regard to which Employee had direct Group in its business plan as in effect at that time (or indirect supervision or control, within one (1) year preceding Employee's following the 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 individual to (i) leave his or her employment or position with the Company, (ii) compete with the business plan as in effect as of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Executive’s employment with the Company). During the Restriction Period, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with upon request of the Company, and the Executive shall notify the Company consent will not be unreasonably withheld. 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 and (iii) any additional location where the Company, as of the date of any action taken in violation of the nonExecutive’s then-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countrycurrent employment status.

Non-Competition. In exchange for During the consideration described above in Section 5.01, Employee agrees that during his period of Employee’s employment with by the Company and and, in the case of the termination of Employee’s employment under Sections 8.2, 8.6, 8.7, or 8.8 hereof, for a period of six one (61) months after he is no longer employed by year thereafter, or (ii) in the Company (unless his employment is terminated after a Change in Control, in which event there will be no covenant not to compete and case of the noncompete covenants and obligations herein will terminate on the date of termination of Employee’s employment under any provision of Section 8 hereof other than Sections 8.2, 8.6, 8.7, or 8.8 for a period of eighteen (18) months (the “Non-competition Period”), Employee will shall not, directly or indirectly, either whether as an individualindividual on his own account, proprietor, stockholder (other than or 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, partnerjoint venturer, director, officer, employee employee, consultant, creditor and/or agent or otherwise, in any place in which the Company now or hereafter conducts business: a. work for, become an employee of, invest in, provide consulting services to (a) Enter into or in any way engage in any business which provides software and related web hosting, educational and training services, and/or other Applications Services Provider (i“ASP”) is primarily engaged services, to customers in the drilling and workover pharmaceutical, biotech, and/or medical device industries to assist in the electronic capture of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(eclinical trial patient data from clinical trial sites; (b) and (ii) actually competes to a substantial extent with the Company; or b. provideSolicit customers, sellbusiness, offer to sell, lease, offer to leasepatronage or orders from, or solicit any orders for any products or perform other services which the Company provided and with regard to which Employee had direct or indirect supervision or controlfor, 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. solicitfirm, aidassociation, counsel or encourage any officer, director, employee corporation or other individual to (i) leave his entity, engaged in any business, including without limitation, an Applications Services Provider, which directly or her employment or position with the Company, (ii) compete indirectly competes with the business of the CompanyCompany or parent or subsidiary of, or (iii) violate the terms of any employmententity controlling, non-competition controlled by or similar agreement under common control with the CompanyCompany (“Company Affiliate”); or d. employ(c) Promote or assist, directly financially or indirectlyotherwise, permit the employment ofany person, contract for services firm, association, corporation or work to be performed byother entity, or otherwise useengaged in any business, utilize or benefit from the services of any officerincluding without limitation, directoran Applications Services Provider, employee or any other individual holding a position which competes with the Company within two (2) years after the date current or future business of termination of employment of Employee with the Company or within two (2) years after such officerany Company Affiliate; provided, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from that the Company to hire an officer, director, employee or individual who has terminated employment with the Company, and Company consent will foregoing covenant shall not be unreasonably withheld. 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 deemed to have been violated solely by (i) any the ownership of equity securities of an entity which competes with a future business of the Company's present officesCompany or any Company Affiliate, to the extent that such securities are acquired prior to the date that the Company or Company Affiliate commences such future business; or (ii) any the ownership for investment purposes of less than five percent (5%) of the Company's present rig yards and (iii) any additional location where the Company, as of the date equity securities of any action taken entity which has equity securities listed on a national securities exchange or publicly traded in violation of the nonover-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countrythe-counter market.

Non-Competition. In exchange for Executive further agrees with the consideration described above in Section 5.01Company to the following provisions, Employee all of which Executive acknowledges and agrees that are necessary to protect the Company’s legitimate business interests. Executive covenants and agrees with the Company that: (i) Unless otherwise agreed between the parties, Executive shall not, during his her employment with the Company and for a period of six eighteen (618) months after he thereafter, either directly or indirectly, engage in, render service or other assistance to, or sell products or services, or provide resources of any kind, whether as an owner, partner, shareholder, officer, director, employee, consultant or in any other capacity, whether or not for consideration, to any person, corporation, or any entity, whatsoever, that owns, operates or conducts a business that competes, in any way, with 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 no longer employed 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 purpose or with the effect of offering any products or services of any kind offered by the Company at that time or during her employment with the Company, (unless his B) request or advise any present or future vendors or suppliers to the Company to cancel any contracts, or curtail their dealings, with the Company, or (C) assist any other person or entity in connection with any action described in any of the foregoing clauses (A) through (B). (iii) During her employment is terminated after a Change in Controlwith the Company, in which event there will be no covenant Executive shall not to compete and own, or permit ownership by Executive’s spouse or any minor children under the noncompete covenants and obligations herein will terminate on the date parental control of termination of Employee), Employee will notExecutive, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder amount in excess of up to one five percent (15%) of the outstanding shares of stock of a corporation whose shares are listed on corporation, or five percent (5%) of any business venture of any kind, which operates or conducts a stock exchange or traded in accordance with the automated quotation system of the National Association of Securities Dealers)business that competes, 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 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 substantial extent way, 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 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for By and in consideration of 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 described above in Section 5.01of the Executive’s exposure to the Confidential Information of the Company and its affiliates, Employee the Executive agrees that the Executive shall not, during his the Executive’s employment with the Company (whether during the Term or thereafter) and for a period of six twelve (612) months after he is no longer employed by thereafter (the “Restriction Period”), directly or indirectly (other than in connection with carrying out his responsibilities for the Company and its affiliates), own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (unless his employment 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 issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is terminated after a Change actively engaged in Control, any geographic area in which event there will be no covenant not to compete and the noncompete covenants and obligations herein will terminate on 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 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 Executive’s employment with the automated quotation system of the National Association of Securities Dealers), partner, officer, employee Company) 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 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 proposed to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit be conducted by any orders for any products or services which member of the Company provided and with regard to which Employee had direct Group in its business plan as in effect at that time (or indirect supervision or control, within one (1) year preceding Employee's following the 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 individual to (i) leave his or her employment or position with the Company, (ii) compete with the business plan as in effect as of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Executive’s employment with the Company). During the Restriction Period, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment with upon request of the Company, and the Executive shall notify the Company consent will not be unreasonably withheld. 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 and (iii) any additional location where the Company, as of the date of any action taken in violation of the nonExecutive’s then-competition obligations and covenants of the Agreement, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countrycurrent employment status.

Non-Competition. In exchange for Executive acknowledges that he has and, while employed, will acquire unique and valuable experience with respect to the consideration described above in Section 5.01businesses, Employee operations, plans and strategies of the Company and its subsidiaries. Executive hereby covenants and agrees that during his employment with the Company term of this Agreement and for a any period of six (6) months after thereafter during which 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 receiving payments or benefits pursuant 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 primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(eSubsections 7(c)(i)-(ii) and 7(c)(i)-(iv) (iibut in no event longer than two (2) actually competes to a substantial extent 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 one (1) year preceding Employee's years following Executive’s termination of employment) hereof, to he will not directly 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, (ii) indirectly compete with the business of the CompanyCompany or its subsidiaries. For purposes of this Agreement, or (iii) violate the terms of any employment, non-competition or similar agreement term “compete 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 business of any officer, director, employee or any other individual holding a position with the Company within two (2) years after the date of termination of employment of Employee and its subsidiaries” shall include Executive’s participation in any operations whose primary business competes with any business now conducted by the Company or within two its subsidiaries, including the sale or rental of menswear (2) years after such officerincluding formalwear), directormen’s accessories or men’s shoes at retail, employee the sale or individual terminated employment with the Companyrental of occupational uniforms or other corporate wear merchandise, whichever period expires earlier; provided however, Employee can seek written consent from dry cleaning or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to hire Executive and with respect to which Executive devoted time as part of his employment hereunder on behalf of the Company or one or more of its subsidiaries, whether such participation is individually or as an officer, director, employee joint venturer, agent or individual who has terminated employment with the Companyholder of an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) of any individual, and Company consent will not be unreasonably withheld. e. The geographical area within which the corporation, association, partnership, joint venture or other business entity so engaged. This non-competition obligations covenant shall be applicable with respect to the United States, Canada, the United Kingdom and covenants any other country in which Executive would be competing with the business 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the two hundred (200) mile radius extends into another country Company or its territorial waters and the Company is not then doing business subsidiaries as set forth in that other country, there will be no territorial limitations extending into such other countrythis Section 9(a).

Non-Competition. In exchange for consideration of the consideration described above in Section 5.01, Corporation's entering into this Agreement: 7.1 Employee agrees that during the Term hereof and, (i) in the event Employee voluntarily terminates his employment with or the Company and Corporation terminates Employee's employment for a period cause, prior to the expiration of six one (61) 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 year following such termination of Employee)'s employment, or (ii) in the event Employee is terminated for reasons other than for cause, then for such period (not to exceed one (1) year) as the Corporation continues to pay Employee's base salary to him, he will not directly or indirectly own, manage, operate, join, control, participate in, perform any services for, invest in, or 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 design, manufacture 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, during the Term hereof or prior 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, either 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 an individualemployee, proprietoragent, 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 independent contractor 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 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 substantial extent 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 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 terminate his or her employment or position with the Companyengagement, (ii) compete with the business of the Company, or (iii) violate the terms of any employment, non-competition or similar agreement with the Company; or d. employnor shall Employee, directly or indirectly, permit the employment ofthrough any other person, contract for services firm or work to be performed bycorporation, employ or engage, or otherwise usesolicit for employment or engagement, utilize or benefit from the services of any officer, director, employee advise or recommend to any other individual holding a position with person or entity that such person or entity employ or engage or solicit for employment or engagement, any person or entity employed or engaged by the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldCorporation. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. The Company and the Employee agree that the services rendered by the Employee are unique and irreplaceable. In exchange 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 consideration described above in Section 5.01foregoing, the Employee agrees that during his employment with the Company Term of Employment and for a period of six two (62) months after he is no longer employed by years thereafter, 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 will shall not, directly or indirectly, either through any other person, firm, corporation or other entity (whether as an individualofficer, proprietordirector, 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)employee, partner, officerconsultant, employee holder of equity or otherwise: a. work fordebt investment, become an employee of, invest in, provide consulting services to lender or in any way engage other manner or capacity): (a) in any business which (i) is primarily engaged geographical area in the drilling United States or in those foreign countries where the Company, during the Term of Employment, conducts or proposes to conduct business or initiate activities, design, 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 workover any customer, potential customer, or supplier of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer (d) engage in or participate in any business conducted under any name that shall be the same as or similar 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 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 name of the Company during or any trade name used by it; provided, however, that in the one (1) year preceding event the Employee's employment is terminated by the Company for cause pursuant to Section 11 of this Agreement, then following 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 Employee shall have no further obligations under this Section 9 unless the Company, (ii) compete with in its sole discretion, elects to make additional payments to Employee as provided under Section 11. The Employee acknowledges that the business of foregoing geographic, activity and time limitations contained in this Section 9 are reasonable and properly required for the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 Agreement shall apply is that territory within two hundred (200) miles of (i) any adequate protection of the Company's present officesbusiness. In the event that any such geographic, (ii) any activity or time limitation is deemed to be unreasonable by a court, the Employee shall submit to the reduction of either said activity or time limitation to such activity or period as the Company's present rig yards and (iii) any additional location where court shall deem reasonable. In the Company, as of event that the date of any action taken Employee is in violation of the non-competition obligations and restrictive covenants set forth in this Section 9, then the time limitation for such covenants shall be extended for a period of time equal to the Agreementpendency of any proceedings brought to enforce such covenants, has an office, a rig yard, or definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryincluding any appeals.

Non-Competition. In exchange for (a) Employee understands and recognizes that his services to the consideration described above in Section 5.01Corporation are special and unique and agrees that, Employee agrees that during his employment with the Company term of this Agreement and for a period of six two (62) months after he years (or one (1) year in the event that the employee is no longer employed terminated within 1 year of the Effective Date),.he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (‘Person”), enter into or engage in any business competitive with the Corporations business, or research activities, either as an individual for his own account, or as a partner, joint venturer, executive, agent, consultant, salesperson, officer, director of a Person operating or intending to operate in the area of the use of any of the compounds owned or licensed by the Company Corporation during the time of his employ. (unless his employment b) During the term of this Agreement and for two (2) years (or one (1) year in the event that the employee is terminated after a Change in Control, in which event there will be no covenant not to compete and within 1 year of the noncompete covenants and obligations herein will terminate on the date of termination of Employee)Effective Date) thereafter, Employee will shall not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder of up to one percent (1%) without the prior written consent 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 otherwiseCorporation: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in any business which (i) is primarily engaged interfere with, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise , between the Corporation and any of its licensors, licensees, clients, customers, suppliers, employees, consultants or other related parties, or solicitor induce for hire any of the employees, or agents, of the Corporation or any such individual who in the drilling and workover past was employed or retained by the Corporation within six (6) months of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and termination of said individual’s employment or retention by the Corporation; or (ii) actually competes to a substantial extent with solicitor accept employment or be retained by any party who, at any time during the Company; or b. provideterm of this Agreement, 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 one (1) year preceding Employee's termination of employment, to or from any person, firm or entity which was a Customer for such products customer or services supplier 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 Corporation or encourage any officer, director, employee of its affiliates or other individual any licensor or licensee thereof where his position will be related to (i) leave his or her employment or position with the Company, (ii) compete with the business of the Company, or Corporation; or (iii) violate In the terms event that Employee breaches any provisions of any employmentthis Section 5 or there is a threatened breach, non-competition or similar agreement with the Company; or d. employthen, directly or indirectly, permit the employment of, contract for services or work in addition 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within rights which the non-competition obligations and covenants Corporation may have, the Corporation shall be entitled, without the posting of a bond or other security, to injunctive relief to enforce 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryrestrictions contained herein.

Non-Competition. In exchange a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (1) During the Employment Term and, for a period of one (1) year following the consideration described above date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in Section 5.01conjunction with any person, Employee agrees that firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or customer or prospective client or customer: (i) with whom Executive had personal contact or dealings on behalf of the Company during his the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. (2) During the Restricted Period, Executive will not directly or indirectly: (i) engage in (A) the business of manufacturing equipment used in (x) the production, storage and end-use of hydrocarbon and industrial gases business or (y) low temperature and cryogenic applications, (B) any other businesses which the Company or its subsidiaries engage in during the term of Executive’s employment with the Company and for (C) any businesses which, as of the date of Executive’s termination of employment, the Company or its subsidiaries both (x) have specific plans to conduct in the future (and as to which Executive is aware of such planning) and (y) have allocated or invested capital as of the date of such termination of employment (a period “Competitive Business”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of six any Person) who or which engages in a Competitive Business; (6iii) months acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after he the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates. (3) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (i) is no longer not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (4) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or (ii) hire any such employee who was 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 or its affiliates as of the date of Executive’s termination of Employee)employment with the Company or who left the employment of the Company or its affiliates coincident with, Employee or within one year prior to or after, the termination of Executive’s employment with the Company. (5) During the Restricted Period, Executive 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 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 substantial extent 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 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, (ii) compete with the business of the Company, or (iii) 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 cease to 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment its affiliates any consultant then under contract with the Company, whichever period expires earlier; provided however, Employee can seek written consent from Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to hire be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an officerunenforceable restriction against Executive, directorthe provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, employee or individual who has terminated employment with the Companyif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and Company consent will such restriction cannot be unreasonably withheld. e. The geographical area within which amended so as to make it enforceable, such finding shall not affect the non-competition obligations and covenants enforceability 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryrestrictions contained herein.

Non-Competition. In exchange for (a) While the consideration described above in Section 5.01, Employee agrees that during his employment with is employed by the Company and for a period of six (6) months one year after he is no longer employed by the Company (unless his termination or cessation of such employment is terminated after a Change in Controlfor any reason, in which event there will be no covenant not to compete and except as expressly permitted under the noncompete covenants and obligations herein will terminate on Employee’s Employment Agreement, the date of termination of Employee), Employee will not, not directly or indirectly, either : as an individual, individual proprietor, stockholder partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, or in any other capacity whatsoever (other than as a the holder of up to not more than one percent (1%) of the combined voting power of the outstanding shares stock 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 Dealerspublicly held company), partner, officer, employee or otherwise: a. work for, become an employee of, invest in, provide consulting services to or in any way engage in the business of developing, designing, producing, marketing, selling or rendering (or assisting any business which (iother person in developing, designing, producing, marketing, selling or rendering) is primarily engaged immuno-oncology products, DNA-based biotherapeutic products involving in vivo expression of effectors for the drilling and workover treatment of oil and gas ▇▇▇▇▇ within cancer, or other products or product candidates that are otherwise substantially similar to those that have been or are being developed, designed, produced, marketed, sold or rendered by the geographical area described in Section 5.02(e) and Company while the Employee was employed by the Company; or (ii) actually competes to a substantial extent with the Company; or b. providesolicit, sell, offer to sell, lease, offer to leasedivert or take away, or solicit attempt to divert or to take away, the business or patronage of any orders for any products of the clients, customers or services which the Company provided and with regard to which Employee had direct accounts, or indirect supervision prospective clients, customers or controlaccounts, 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 which were contacted, solicited or served by 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 Employee while employed by the Company. (b) Notwithstanding the restrictions set forth in Section 3(a) above, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date termination or cessation of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Employee’s employment with the Company, whichever period expires earlier; provided however, nothing herein shall prevent Employee can seek written consent from the Company to hire an officer, director, employee or 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 Agreement shall apply is that territory within two hundred (200) miles of (i) becoming a faculty member and/or serving on the staff of an academic institution, and while so employed, performing research, including in immuno-oncology and/or gene therapy, using institutional funds, philanthropy gifts, grants, and sponsored research agreements from third-parties (ii) working for the U.S. or any state government or any agency or instrumentality thereof, (iii) working for any non-profit cancer center, (iv) working for any non-profit entity or non-governmental organization (NGO) and (v) working for a for-profit health care delivery organization. In each such case, no such activity shall allow Employee to use any Proprietary Information of the Company without the prior written approval of the Company's present offices. (c) If the Employee violates the provisions of Section 3(a), (iithe Employee shall continue to be bound by the restrictions set forth in Section 3(a) until a period of one year has expired without 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryprovisions.

Non-Competition. In exchange a. Executive acknowledges and recognizes the highly competitive nature of the business of the Company and its affiliates and accordingly agrees that, during the Employment Term and for a period of one year following the consideration described above date Executive ceases to be employed by the Company due to (x) a termination by the Company for Cause, (y) a resignation by Executive without Good Reason or (z) Executive's election not to extend the Employment Term pursuant to Section 1 of the Agreement, Executive shall not: (i) other than on behalf of the Company and its affiliates, seek to provide or provide investment advisory services to, (x) during the period when Executive remains in Section 5.01the employment of the Company and its affiliates, Employee agrees that any person to whom the Company or an affiliate rendered such services during his Executive's employment with the Company and for a its affiliates and (y) following Executive's termination of employment with the Company and its affiliates, any person to whom the Company or an affiliate rendered such services during the three-year period prior to such termination of six employment; (6ii) months after he solicit or seek to induce or actually induce any person who is no longer employed by the Company or an affiliate during Executive's employment with the Company and its affiliates, or who becomes employed by the Company or an affiliate at any time during the three-month period following the termination of Executive's employment, to discontinue such employment, or hire or employ any such person; (unless his employment iii) directly or indirectly engage in any business that competes with the business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is terminated after a Change in Control, aware of such planning) within the United States or any other country in which event there will be no covenant not to compete and the noncompete covenants and obligations Company or its affiliates is conducting business at the time of determination (a "Competitive Business"); (iv) directly or indirectly enter the employ of, or render any services to, any "person" (as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto) (or any division or controlled or controlling affiliate of any person) who or which engages in a Competitive Business; (v) directly or indirectly acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; provided that nothing herein will terminate shall preclude Executive from directly or indirectly, owning, solely as an investment, securities of any person engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the date over-the-counter market, if Executive (x) is not a controlling person of, or a member of termination of Employee)a group which controls, Employee will such person and (y) does not, directly or indirectly, either as an individual, proprietor, stockholder (other than as a holder own 5% or more of up to one percent (1%) any class of the outstanding shares securities 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 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 substantial extent with the Companysuch person; or b. provide, sell, offer to sell, lease, offer to lease(vi) directly or indirectly interfere with, or solicit any orders for any products attempt to interfere with, business relationships (whether formed before, on or services which the Company provided and with regard to which Employee had 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with this Agreement) between the Company or within two (2) years after such officerany of its affiliates and customers, directorclients, employee suppliers, partners, members or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from investors of the Company or its affiliates. b. It is expressly understood and agreed that, although Executive and the Company consider the restrictions contained in this Section 8 to hire be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an officerunenforceable restriction against Executive, directorthe provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, employee or individual who has terminated employment with the Companyif any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and Company consent will such restriction cannot be unreasonably withheld. e. The geographical area within which amended so as to make it enforceable, such finding shall not affect the non-competition obligations and covenants enforceability 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryrestrictions contained herein.

Non-Competition. In exchange for During the consideration described above Restricted Period and in Section 5.01the Restricted Area, Employee agrees that during his employment will not engage in or carry on, directly or indirectly, a business similar to and competitive with the Company and for a period business of six (6) months after he is no longer employed by the Company or any other member of the Company Group for which Executive performs services, including any business engaged in: (unless his employment is terminated after a Change 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 Controlsuch activities, (ii) the business conducted by any other Company Group divisions in operation during the Employment Term for which event there will be no covenant not to compete Executive has direct or indirect responsibility, and (iii) any other business involving the noncompete covenants Company Group’s current and obligations herein will terminate on planned (future) business, bids, projects, contracts, and Company Relationships (the date of termination of Employee“Competing Business”). Accordingly, during the Restricted Period and in the Restricted Area, Employee will not, directly or indirectly, either as an individualown, proprietormanage, stockholder (other operate, join, become employed or engaged by, partner in, control, participate in, be connected with, loan money or sell or lease equipment or property to, or otherwise be affiliated with any Competing Business. For further clarity, Competing Business shall include the design, sales, marketing, fabrication, installation, provision, rental, repair, or manufacturing of products or services similar to or functionally equivalent to those designed, sold, installed, repaired, fabricated, manufactured, produced, provided, rented, marketed or licensed by the Company. The foregoing notwithstanding, Employee may own less than as a holder of up to one percent (1%) 2% of the outstanding shares stock of any class for a corporation whose shares are listed Competing Business which sells its stock on a stock national securities exchange and if Employee is not involved in the management of such Competing Business. Further, Competing Business and Restricted Area, as defined above, shall not include any geographic areas, services, or traded in accordance with the automated quotation system products 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 Company in any way engage in any 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 substantial extent 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 no responsibility, no involvement, and about which he/she had no access to Confidential Information 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 Relationships 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, (ii) compete with the business last 12 months of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated Employee’s 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 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 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for If during the consideration described above Employment 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 5.016(a)(i) of this Agreement and Executive accepts and receives such payment under Section 6(a)(i), Employee agrees that during his employment with the Company and then for a period ending on the first anniversary 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 receipt of Employee)such payment, Employee will 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, directly or indirectly, either as an individualwithin the Restricted Territory: (i) engage or participate in, proprietorbecome employed by, stockholder (other than serve as a holder of up to one percent director of, or render advisory or consulting or other services in connection with, any Competitive Business; provided, however, that after Executive’s termination, this Section 11(c) shall not preclude Executive from (1%A) 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 being an employee of, invest inor consultant to, provide consulting services to or in any way engage in any business which unit of a Competitive Business if (i1) is primarily engaged such business unit does not qualify as a Competitive Business in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) its own right and (ii2) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit Executive does not have any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision involvement in, or controlresponsibility for, within one any operations of such Competitive Business that cause it to qualify as a Competitive Business, or (1B) 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, (ii) compete with the business approval ADMIN/21794887v3 of the Company, being a consultant to, an advisor to, a director of, or (iii) violate the terms an employee of any employment, non-competition or similar agreement with the Companya Competitive Business; or d. employ(ii) make or retain any financial investment, whether in the form of equity or debt, or own any 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 aggregate market value of the outstanding capital stock or debt (as applicable) of such Competitive Business, (B) give Executive any right or ability, directly or indirectly, permit to control or influence the employment of, contract for services policy decisions or work to be performed bymanagement of such Competitive Business, or otherwise use, utilize or benefit from the services (C) create a conflict of any officer, director, employee or any other individual holding a position with interest between Executive’s duties to the Company within two (2) years after the date of termination of employment of Employee with the Company and its affiliates or within two (2) years after under this Agreement and his or her interest in such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldinvestment. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for the consideration described above in Section 5.01A. Subject to Article 2. B. below, Employee agrees that Employee, during his Employee’s period of employment with the Company ARAMARK, and for a period of six (6) months after he is no longer employed by two years following 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 voluntary or involuntary termination of Employee)employment, Employee will shall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, either associate with (including, but not limited to, association as an individual, a sole 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)owner, employer, partner, officerprincipal, employee investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise: a. work for), become an employee of, invest or acquire or maintain ownership interest in, provide consulting services to any Business which is competitive with that conducted by or in developed for later implementation by ARAMARK at any way engage in any business which time during the term of Employee’s employment, provided, however, if Employee’s employment is (i) is primarily engaged in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) and involuntarily terminated by ARAMARK for any reason other than Cause (as defined herein), or (ii) actually competes terminated by Employee for Good Reason (as defined in Exhibit A) at any time either (x) prior to a substantial extent with the Company; or b. provideJanuary 26, 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 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, (ii) compete with the business of the Company, 2010 or (iiiy) violate the terms thereafter, following a Change 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 Control (2as defined in Exhibit A) years occurring after the date of termination of employment of Employee with this Agreement, then the Company or within two (2) years after such officer, director, employee or 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 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 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 and (iii) any additional location where the Company, as of the date of any action taken in violation term of the non-competition obligations and covenants 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 Business that is or becomes publicly traded, if Employee’s ownership is as a passive investor of less than 1% of the Agreementoutstanding publicly traded stock of the Business. B. The provision set forth in Article 2.A above, has an officeshall apply to the full extent permitted by law (i) in all fifty states, a rig yardand (ii) each foreign country, possession or territory in which ARAMARK may be engaged in, or definitive have plans to locate an office engage in, business (x) during Employee’s period of employment, or (y) in the case of a rig yardtermination of employment, as of the effective date of such 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 involuntary) of Employee’s employment with ARAMARK. Notwithstanding Further, Employee acknowledges that the foregoing, provisions set forth in this Article 2 shall apply if Employee’s employment is involuntarily terminated by ARAMARK for Cause; as a result of the two hundred (200) mile radius extends into another country elimination of employee’s position; for performance-related issues; or its territorial waters and the Company is not then doing business in that for any other country, there will be reason or no territorial limitations extending into such other countryreason at all.

Non-Competition. In exchange for (a) During the consideration described above in Section 5.01, Employee agrees that during his employment term of this Agreement and (other than with the Company and for a period of six respect to clause (6i) 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 Employeebelow), for one year thereafter (the "Restricted Period"), the Employee will shall not, without the written consent of the Company, directly or indirectly, (i) become associated with, either render services to, invest in, represent, advise or otherwise participate in as an individualofficer, proprietoremployee, stockholder (other than director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business which is conducted in any of the jurisdictions in which the Company's business is conducted and which is competitive with the business conducted by the Company; provided, that this Section 8(a)(i) shall not prohibit the Employee from purchasing or owning as a holder of passive investment up to one three percent (13%) of the outstanding shares capital stock of a corporation whose shares are company which is listed or authorized for trading on any national securities exchange, Nasdaq or the OTC Electronic Bulletin Board or is a stock 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 traded in accordance for the account of any other person or entity (A) interfere with the automated quotation system 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 National Association Company who or which transacts or has transacted business with the Company at any time during the term of Securities Dealers)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, officerstockholder, employee or otherwise: a. work forsales representative, become an employee oftrainee, invest in, provide consulting services consultant to or in any way engage in any 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 substantial extent 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 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 agent of the Company during the within 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or 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 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 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 and (iii) any additional location where the Company, as of the date of such offer or solicitation. (b) Nothing herein contained shall be construed as prohibiting the Company from pursuing any action 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 the 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 addition to any other rights or remedies to which the Company may be entitled. The covenants in this 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, 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 violation order of the non-competition obligations 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, has an office, a rig yard, or definitive plans to locate an office or a rig yard. . (f) Notwithstanding the foregoingforegoing provisions of this Section 8, if the two hundred (200employment of Employee is terminated for other than "for cause" as defined in Section 9(a) mile radius extends into another country of the Agreement or its territorial waters and if the Company is 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 then doing business be subject to any of the restrictive covenants set forth in that other country, there will be no territorial limitations extending into such other countrySection 8(a)(ii) and 8(a) (iii) for any period after termination of this Agreement.

Non-Competition. In exchange for Except as expressly permitted herein, effective as of the consideration described above in Section 5.01, Employee Effective Time Executive agrees that during his employment he shall not, until 11:59 p.m. on the second anniversary of the Effective Time: (i) directly or indirectly own, engage in, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or be connected as a stockholder, director, officer, employee, agent, partner, joint venturer, member, beneficiary, or otherwise with, any corporation, limited liability company, partnership, sole proprietorship, association, business, trust, or other organization, entity or individual which in any way competes with the Company and for a period or any of six (6) months after he is no longer employed by its Subsidiaries in the business of manufacturing, marketing or distributing wood or vinyl windows or doors or vinyl siding or in any other material business activity that the Company (unless his employment or any of its Subsidiaries 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 conducting as of the date of termination this Agreement (a "Competing Business") in the United States; provided, however, that the Executive may own, directly or indirectly, securities of Employee), Employee will any entity traded on any national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System that is a Competing Business if Executive does not, directly or indirectly, either as an individualown 10% or more of any class of equity securities, proprietoror securities convertible into or exercisable or exchangeable for 10% or more of any class of equity securities, stockholder of such entity; (other than ii) during the term of non-competition, use Executive's access to, knowledge of, or application of Confidential Information and Trade Secrets to perform any material duty for any Competing Business; it being understood and agreed to that this clause (ii) shall be in addition to and not be construed as a holder of up to one percent (1%) of limitation upon the outstanding shares of a corporation whose shares are listed on a stock exchange or traded covenants 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 clause (i) hereof; (iii) directly or indirectly aid, abet, or otherwise assist in a material way any individual, business, or other organization or entity that is primarily engaged a Competing Business in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(eUnited States; (iv) and (ii) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, directly or solicit indirectly request or advise any orders for any products present or services which the Company provided and with regard to which Employee had direct future customers 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 suppliers 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee its Subsidiaries to cancel any contracts with the Company or within two (2) years after such officer, director, employee any of its Subsidiaries or individual terminated employment curtail their dealings with the CompanyCompany or any of its Subsidiaries; (v) directly or indirectly request or advise any present or future service provider or financial resource of the Company or any of its Subsidiaries to withdraw, whichever period expires earliercurtail, or cancel the furnishing of such service or resource to the Company or any of its Subsidiaries; provided howeveror (vi) directly or indirectly hire, Employee can seek written consent from attempt to hire, or contact or solicit with respect to hiring any then significant employee of the Company or any of its Subsidiaries, or otherwise induce or attempt to influence any employee of the Company to hire an officer, director, employee terminate his or individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldher employment. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for If during the consideration described above Employment 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 5.016(a)(i) of this Agreement and Executive accepts and receives such payment under Section 6(a)(i), Employee agrees that during his employment with the Company and then for a period ending on the first anniversary 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 LEGAL02/21751871v13 receipt of Employee)such payment, Employee will 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, directly or indirectly, either as an individualwithin the Restricted Territory: (i) engage or participate in, proprietorbecome employed by, stockholder (other than serve as a holder of up to one percent director of, or render advisory or consulting or other services in connection with, any Competitive Business; provided, however, that after Executive’s termination, this Section 11(c) shall not preclude Executive from (1%A) 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 being an employee of, invest inor consultant to, provide consulting services to or in any way engage in any business which unit of a Competitive Business if (i1) is primarily engaged such business unit does not qualify as a Competitive Business in the drilling and workover of oil and gas ▇▇▇▇▇ within the geographical area described in Section 5.02(e) its own right and (ii2) actually competes to a substantial extent with the Company; or b. provide, sell, offer to sell, lease, offer to lease, or solicit Executive does not have any orders for any products or services which the Company provided and with regard to which Employee had direct or indirect supervision involvement in, or controlresponsibility for, within one any operations of such Competitive Business that cause it to qualify as a Competitive Business, or (1B) 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, (ii) compete with the business approval of the Company, being a consultant to, an advisor to, a director of, or (iii) violate the terms an employee of any employment, non-competition or similar agreement with the Companya Competitive Business; or d. employ(ii) make or retain any financial investment, whether in the form of equity or debt, or own any 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 aggregate market value of the outstanding capital stock or debt (as applicable) of such Competitive Business, (B) give Executive any right or ability, directly or indirectly, permit to control or influence the employment of, contract for services policy decisions or work to be performed bymanagement of such Competitive Business, or otherwise use, utilize or benefit from the services (C) create a conflict of any officer, director, employee or any other individual holding a position with interest between Executive’s duties to the Company within two (2) years after the date of termination of employment of Employee with the Company and its affiliates or within two (2) years after under this Agreement and his or her interest in such officer, director, employee or 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 individual who has terminated employment with the Company, and Company consent will not be unreasonably withheldinvestment. 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other country.

Non-Competition. In exchange for At all times during the consideration described above in Section 5.01, Employee agrees that during his employment with the Company Employment Period and for a period of six one (61) months year after he is no longer employed expiration or termination of the Employment Period, other than as a result of (i) a termination by the Company Corporation without cause (unless his employment is terminated after a Change pursuant to Section 4.2) or (ii) by the Executive for Good Reason (as defined in Control, in which event there will be no covenant not to compete and Section 5.2(b) hereof): (a) the noncompete covenants and obligations herein will terminate on the date of termination of Employee), Employee Executive will not, directly or indirectly, either individually or 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)owner, partner, officeragent, employee employee, consultant or otherwise: a. work for, become an employee ofexcept for the account of and on behalf of the Corporation or its subsidiaries or affiliates, invest in, provide consulting services to or in any way engage in any 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 substantial extent activity competitive with the Company; orbusiness of the Corporation or its subsidiaries or affiliates; b. provide(b) the Executive will not, selldirectly or indirectly, offer solicit or otherwise attempt to sell, lease, offer to lease, establish for himself 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 one (1) year preceding Employee's termination of employment, to or from any person, firm or entity entity, other than the Corporation or its subsidiaries or affiliates, any business relationship with any person, firm or corporation which was a Customer for such products or services was, at the time of termination of the Company during Employment Period, a customer of the Corporation or one (1) year preceding of its subsidiaries or affiliates, but only to the extent 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, (ii) compete relationship would be competitive with the business of the Company, Corporation or (iii) violate the terms of any employment, non-competition its subsidiaries or similar agreement with the Companyaffiliates; or d. employ(c) the Executive will not, directly or indirectly, permit either individually or as owner, agent, employee, consultant or otherwise, except for the employment ofaccount of and on behalf of the Corporation or its subsidiaries or affiliates, contract for services or work to be performed by, solicit or otherwise use, utilize or benefit from the services of any officer, director, employee attempt to establish for himself or any other individual holding person, firm or entity, any employment, agency, consulting or other relationship with any person (except any person with whom the Executive had a position with the Company within two (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated business relationship prior to his employment with the CompanyCorporation hereunder, whichever period expires earlier; provided however, Employee can seek written consent from the Company to hire an officer, director, employee or individual who has terminated employment other than solely through his previous affiliation with the Company, and Company consent will not be unreasonably withheld. e. The geographical area within which the non-competition obligations and covenants Corporation as a director) who was an employee of the Agreement shall apply is that territory Corporation or its subsidiaries or affiliates at any time within two hundred (200) miles of (i) any one year before termination or expiration of the Company'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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryEmployment Period.

Non-Competition. (a) In exchange for addition to and without prejudice to any other Transaction Document, the consideration described above in Section 5.01, Employee agrees Founder undertakes to the Investors that during his employment with commencing from the Company and for a period date of six this Agreement until twenty four (624) months after the date he is no longer ceases to be employed by the any Group Company (unless including as a consultant) or beneficially or legally own any shares or securities of any Group Company, whichever is later, he will not, without the prior written consent of all the Investors, either on his employment own account or through any of his Affiliates, or in 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 terminated after a Change customer, client, representative, agent, correspondent, employee, contractor or consultant of such Group Company or in Controlthe 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 which event there will be no covenant 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 to compete challenge or query the validity and enforceability of these undertakings. (b) During the noncompete covenants and obligations herein will terminate on period commencing from the date of termination 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 Employee)any Group Company, Employee will notwhichever is later, in the event any entity directly or indirectlyindirectly established or managed or Controlled by the Founder, 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 engages 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 will engage in any 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 directly competes to a substantial extent with the Company; or b. provideBusiness engaged by any Group Company including without limitation, sellthe used car auction business and the used car B2C e-commerce business, offer the Founder shall and shall cause such entity to sell, lease, offer disclose any relevant information to lease, or solicit any orders for any products or services which the Company provided Investors upon request and with regard transfer such lawful business to which Employee had 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, (ii) compete with the business of the Company, or (iii) 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 (2) years after the date of termination of employment of Employee with the Company or within two (2) years after such officer, director, employee or individual terminated employment with the Company, whichever period expires earlier; provided however, Employee can seek written consent from any Subsidiary designated by the Company immediately at no consideration, free from any Encumbrance and in accordance with Applicable Laws, to hire an officer, director, employee or 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 satisfaction 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 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 definitive plans to locate an office or a rig yard. Notwithstanding the foregoing, if the 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 territorial limitations extending into such other countryPreferred Directors.