Common use of Non-Competition Clause in Contracts

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPC.

Non-Competition. In furtherance During the period commencing on the Effective Date and ending on the second anniversary following the termination of your employment for any reason (whether during or upon expiration of the Merger and Term) (the transactions contemplated hereby“Restricted Period”), GPC covenants and agrees thatyou will not (except as an officer, from and after the Closing Date until the date that is three years after the Closing Datedirector, it shall notstockholder, and shall cause its Subsidiaries not tomember, without the prior written consent manager, employee, agent or consultant of RMT Parent, Paramount) directly or indirectly, engage own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit your name to be used in connection with, or be otherwise connected in any manner with any business that directly competes with or enterprise engaged in the SpinCo Business as it exists on the date hereof (a “Competitive Business”) institutional pharmacy business in any state in the United States in which the Group is then engaged or Canada in a manner that is material planning to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging engage in the businesses conducted institutional pharmacy business (any such business or enterprise, a “Competitive Enterprise”); provided that the foregoing restriction shall not be construed to prohibit the ownership by you together with your affiliates and associates, as the GPC Entities (excluding the SpinCo Business) as case may be, of the date hereof, (B) owning no not more than 5% in the aggregate two percent (2%) of any class of capital stock or other equity interest securities of any Person corporation that is engaged in any of the foregoing businesses, having a Competitive Businessclass of securities registered pursuant to the Securities Exchange Act of 1934, (C) acquiring as amended, which securities are publicly owned and operating regularly traded on any Person national exchange or in the over-the-counter market, provided further, that operates such ownership represents a diversified business passive investment and that did you together with your affiliates and associates, either directly or indirectly, do not derive more than 15% manage or exercise control of any such corporation, guarantee any of its total revenue from Competitive Businesses financial obligations, otherwise take part in its most recently completed fiscal year business other than exercising your rights as a shareholder, or (D) performing their seek to do any of the foregoing; and provided further, that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the Transaction Documents, Company to cure such non-payment after thirty (ii30) GPC from engaging with any Person that is not its Affiliate days’ prior written notice. Notwithstanding anything to the contrary in any merger of GPC, any tender offer for GPC’s publicly traded securities this Agreement or any other similar business combination involving GPC and a Person that is not document or instrument, except as expressly set forth in the preceding sentence, no breach or failure to perform on the part of the Paramount or any of its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries affiliates shall relieve you of GPCyour obligations under this Section 7.

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby, GPC (i) Employee covenants and agrees thatthat during Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, from and after the Closing Date until the date that is three years after the Closing Date, it shall he will not, and shall cause its Subsidiaries not toin any geographic market in which Employee worked on behalf of the Company during the twenty-four (24) months preceding termination of employment for any reason, without the prior written consent of RMT Parentengage in or carry on, directly or indirectly, engage as an owner, employee, agent, associate, consultant or in any other capacity, a business competitive with that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding Company. A “business competitive with that conducted by the SpinCo Business) Company” shall mean any business or activity involved in the design, development, manufacture, sale, marketing, production, distribution, or servicing of phosphate, potash, nitrogen, fertilizer, or crop nutrition products, or any other significant business in which the Company is engaged in or preparing to engage in as of the date hereof, of Employee’s termination of employment. To “engage in or carry on” shall mean to have ownership in such business (B) owning no more than 5% in the aggregate excluding ownership of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15up to 1% of its total revenue from Competitive Businesses in its most recently completed fiscal year the outstanding shares of a publicly-traded company) or (D) performing their obligations under to consult, work in, direct or have responsibility for any area of such business, including but not limited to the Transaction Documentsfollowing areas: operations, sales, marketing, manufacturing, procurement or sourcing, purchasing, customer service, distribution, product planning, research, design or development. (ii) GPC from engaging During Employee’s employment with the Company and for the twelve (12) months following termination of employment for any reason, Employee certifies and agrees that he will notify the president of the Company of his employment or other affiliation with any Person that is not its Affiliate potentially competitive business or entity prior to the commencement of such employment or affiliation. Employee may make a written request to the CEO/President for modification of this non-competition covenant; the president will determine, in his sole discretion, if the requested modification will be harmful to the Company’s business interests; and the CEO/President will notify Employee in writing of the terms of any merger permitted modification or of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries the rejection of GPCthe requested modification.

Non-Competition. In furtherance A. Subject to Article 2. B. below, Employee, during Employee’s period of employment with ARAMARK, and for a period of two years following the Merger and the transactions contemplated herebyvoluntary or involuntary termination of employment, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it shall not, and without ARAMARK’s written permission, which shall cause its Subsidiaries not to, without the prior written consent of RMT Parentbe granted or denied in ARAMARK’s sole discretion, directly or indirectly, associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership interest in, any Business which is competitive with that conducted by or developed for later implementation by ARAMARK at any time during the term of Employee’s employment, provided, however, if Employee’s employment is involuntarily terminated by ARAMARK for any reason other than Cause (as defined herein), then the term of the non-competition provision set forth herein will be modified to be one year following such termination of employment. For purposes of this Agreement, “Business” shall be defined as a person, corporation, firm, LLC, partnership, joint venture or other entity. Nothing in the foregoing shall prevent Employee from investing in a Business that is or becomes publicly traded, if Employee’s ownership is as a passive investor of less than 1% of the outstanding publicly traded stock of the Business. B. The provision set forth in Article 2.A above, shall apply to the full extent permitted by law (i) in all fifty states, and (ii) in each foreign country, possession or territory in which ARAMARK may be engaged in, or have plans to engage in any in, business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”x) during Employee’s period of employment, or (y) in the United States or Canada in case of a manner that is material to the SpinCo Business. Notwithstanding the foregoingtermination of employment, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the effective date hereofof 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 (Bvoluntary or involuntary) owning no more than 5% of Employee’s employment with ARAMARK. Further, Employee acknowledges that the 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 aggregate elimination of any class of capital stock employee’s position; for performance-related issues; or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate reason or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCno reason at all.

Non-Competition. In furtherance consideration of the Merger benefits of this Agreement to Seller and the transactions contemplated herebyin order to induce Buyer to enter into this Agreement, GPC Seller hereby covenants and agrees that, from and after that for a period of five (5) years following the Closing Date until the date that is three years after the Closing Date, neither it shall not, and shall cause nor any of its Subsidiaries not toor Related Persons shall, without the prior written consent of RMT ParentBuyer, directly or indirectly (i) cause or encourage any officer, director, employee, consultant, or Producer of any Company or any Company Subsidiary to terminate or sever his or her employment or other relationship with such Company or Company Subsidiary for the purpose of competing with any Company or any Company Subsidiary, or for the purpose of damaging any Company or any Company Subsidiary in any way, (ii) cause or encourage any customer of Liberty Services to terminate, modify or fail to renew any third party administration agreement or other Contract or other relationship with Liberty Services, (iii) other than as permitted by clause (iv), act in concert with any Person, for purposes of competing, directly or indirectly, or aiding another to compete, directly or indirectly, with the Business or of damaging any Company or any Company Subsidiary in any way other than according to the ordinary and usual course of Seller's broadcasting business conducted in a manner consistent with its past practice, or (iv) engage in, or have a greater than five (5) percent of the equity interest in any company engaged in any business that directly in the Restricted Area (as defined in Section 5.13(b) hereof), which competes with the SpinCo Business as it exists on Business; provided that the date hereof restrictions of clause (a “Competitive Business”iv) shall not apply to any company which derives less than ten (10) percent of its aggregate revenues from engaging in business in the United States or Canada in a manner Restricted Area which competes with the Business; and provided further that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate currently a Related Person of Seller that acquires an interest in any merger of GPC, any tender offer for GPC’s publicly traded securities Seller or any other similar business combination involving GPC and a Person that is of its Subsidiaries subsequent to the Closing Date shall not its Affiliate or be subject to clauses (iii) transactions between or among two (iv) of this Section 5.13(a) (it being understood that such restrictions shall continue to apply to Seller and its Subsidiaries). Seller specifically agrees that this covenant is an integral part of the inducement of Buyer to purchase the Shares and that Buyer (or more wholly-owned Subsidiaries its successors or assigns) shall be entitled to injunctive relief in addition to all other legal and equitable rights and remedies available to it in connection with any breach by Seller of GPCany provision of this Section 5.13 and that, notwithstanding the foregoing, no right, power or remedy conferred upon or reserved or exercised by Buyer in this Section 5.13 is intended to be exclusive of any other right, power or remedy, each and every one of which (now or hereafter existing at law, in equity, by statute or otherwise) shall be cumulative and concurrent. Each of Seller and Buyer agrees that in the event that either the length of time or Restricted Area set forth herein is deemed too restrictive by any Governmental Entity of competent jurisdiction, the covenants and agreements in this Section 5.13 shall be enforceable for such time and within such geographical area as such Governmental Entity may deem reasonable or acceptable under the circumstances.

Non-Competition. In furtherance (a) The Executive hereby acknowledges that the services which he will perform for the Company are of a special and unique nature, and that the Merger and Company would find it extremely difficult or impossible to replace the transactions contemplated herebyExecutive. Accordingly, GPC covenants and the Executive agrees that, in consideration of this Agreement and the payments to be received by him hereunder in the event the occurrence of certain actions as specified herein, the Executive will not (i) from and after the Closing Date until date hereof through the date that is three years after period during which the Closing Date, it shall notExecutive continues to be employed by the Company (the "Employment Period"), and shall cause its Subsidiaries not to(ii) in the event of the Executive's termination or resignation hereunder pursuant to the provisions set forth in Sections 2 and 4 hereof, without for the prior written consent of RMT Parentone-year period thereafter (the "Non-Competition Period"), directly or indirectly, engage own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, lender, consultant or Otherwise ("Participate" or a "Participation") with, any business or organization in any part of the United States in which the Company sells products or provides services, which Competes with the Company (as hereinafter defined), except with the Company's prior written consent. For purposes of this Agreement, a business or organization shall be deemed to "Compete with the Company" if such business or entity is engaged in the residential and/or commercial security business, and the residential and/or commercial security business constitutes the majority of such business or organization's business operations; provided, however, that with respect to a business or organization in which the residential and/or commercial security business constitutes less than the majority of such business or organization's business operations, the Executive shall be prohibited hereunder from Participating in the division, segment or other portion of such business or entity which is engaged in the residential and/or commercial security business during the Non-Competition Period. Nothing in this paragraph shall prohibit the Executive from owning for investment purposes an aggregate of up to 3% of the publicly traded securities of any corporation listed on the New York or American Stock Exchange or whose securities are quoted on the NASDAQ National Market, provided that there shall be no limitation on the percentage of ownership of the Company or any successor thereto that may be owned by the Executive hereunder. Notwithstanding anything which may be to the contrary herein, the Executive shall not be required to cease Participation in any business that directly competes or organization which begins to Compete with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material Company subsequent to the SpinCo Business. Notwithstanding time when the foregoingExecutive commences such Participation, nothing herein shall prohibit (i) GPC provided that such business or any GPC Entity from (A) engaging in organization began to Compete with the businesses conducted by the GPC Entities (excluding the SpinCo Business) as Company through no action, assistance, or plan of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCExecutive.

Non-Competition. In furtherance The Executive acknowledges that (i) the Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Company Group, (ii) the Executive has had and will continue to have access to trade secrets and other confidential information of the Merger Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against any member of the Company Group, (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such trade secrets and confidential information, (iv) the Company Group has substantial relationships with its customers and the transactions contemplated herebyExecutive has had and will continue to have access to these customers, GPC covenants (v) the Executive has received and agrees that, will receive specialized training from and after the Closing Date until the date that is three years after the Closing Date, it shall notCompany Group, and shall cause its Subsidiaries not to(vi) the Executive has generated and will continue to generate goodwill for the Company Group in the course of the Executive’s employment. Accordingly, without during the prior written consent Executive’s employment hereunder and for a period of RMT Parentone (1) year thereafter, the Executive agrees that the Executive will not, directly or indirectly, engage own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with any member of the Company Group or in any other material business that directly competes with in which any member of the SpinCo Business as it exists Company Group is engaged on the date hereof (a “Competitive Business”) of termination or in which they have demonstrably planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which any member of the United States or Canada in a manner that is material to the SpinCo BusinessCompany Group conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Executive from being a passive owner of not more than one percent (i1%) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate equity securities of any class of capital stock or other equity interest of any Person a publicly traded corporation engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% is in competition with a member of its total revenue from Competitive Businesses the Company Group, so long as the Executive has no active participation in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger business of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCsuch corporation.

Non-Competition. In furtherance (a) From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the Merger cause, manner or time of any termination, Executive shall not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its affiliates. (b) During the Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its affiliates or in any way injuring the interests of the Company or any of its affiliates and the transactions contemplated herebyCompany and its affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, GPC covenants and agrees that, subject to Section 10, nothing herein shall preclude the Company and its affiliates or Executive 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 and after its affiliates from disclosing the Closing Date until fact of any termination of Executive’s employment or the date circumstances for such a termination. For purposes of this Section 9(b), the term “Competitor” means any enterprise or business that is three years after engaged in, or has plans to engage in, at any time during the Closing DateRestricted Period, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in any business activity that directly competes with the SpinCo Business as it exists on businesses conducted during or at the date hereof (a “Competitive Business”) in termination of Executive’s employment, or then proposed to be conducted, by the United States or Canada Company and its affiliates in a manner that is or would be material in relation to the SpinCo Businessbusinesses of the Company or the prospects for the businesses of the Company (in each case, 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). Notwithstanding During the foregoingRestricted Period, nothing herein Executive, without prior express written approval by the Board, shall prohibit (i) GPC or any GPC Entity from not (A) engaging engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the businesses conducted by the GPC Entities management, operation or control of a Competitor, in any capacity (excluding the SpinCo Businesswhether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) as of the date hereof, or (B) owning no more 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. Executive acknowledges that the Company’s and its affiliates businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall operate throughout the United States and the world (subject to the definition of “Competitor”). (c) During the Restricted Period, Executive, without express prior written approval from the Board, shall not solicit any members or the then current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operations of any business intended to compete with the Company or any of its affiliates. (d) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. (e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided, that ownership of less than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates publicly held company shall not be deemed a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCProprietary Interest.

Non-Competition. In furtherance While the Executive is employed by the Company and during the one (l)-year period immediately following termination of the Merger and Executive’s employment with the transactions contemplated herebyCompany for any reason (the “Restricted Period”), GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it Executive shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage whether as owner, partner, investor, consultant, agent, employee, independent contractor, co-venturer or otherwise, whether with or without compensation, compete or assist another Person in any business that directly competes competing with the SpinCo Business (as it exists on defined below), or any portion of the date hereof (a “Competitive Business”) , in the United States of America (the “Restricted Area”) or Canada undertake any planning for any business competitive with all or a portion of the Business in a manner the Restricted Area. Specifically, but without limiting the foregoing, the Executive agrees not to work for or provide services to, in any capacity, whether as an employee, independent contractor, consultant, agent, co-venturer, or otherwise, whether with or without compensation, any Person that is material engaged in all or any portion of the Business, as conducted or in active planning to be conducted during the Executive’s employment with the Company or, with respect to the SpinCo Businessportion of the Restricted Period that follows the termination of the Executive’s employment, at the time the Executive’s employment terminates, in the Restricted Area. Notwithstanding the foregoing, nothing herein in this Agreement shall prohibit (i) GPC or any GPC Entity from (A) engaging in prevent the businesses conducted by Executive from providing services to a consulting firm that provides services to any business that competes with the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) preclude the Executive from owning no more than 5% in up to two percent (2%) of the aggregate publicly traded securities of any class of capital stock business or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person prevent the Executive from providing services to an entity that operates contains a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under competes with the Transaction DocumentsBusiness, (ii) GPC from engaging with any Person that provided, that, the Executive is not its Affiliate in any merger responsible for (and does not engage or participate in) the day-to-day management, oversight or supervision of GPCsuch business, any tender offer and provided, further, that the Executive does not have direct supervision over the individual or individuals who are so responsible for GPC’s publicly traded securities such day-to-day management, oversight or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCsupervision.

Non-Competition. In furtherance Each of ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ agrees --------------- that during the Merger and the transactions contemplated herebyNon-Competition Period (as defined below), GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it he shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parentengage, directly or indirectly, engage through Seller or otherwise, whether as owner, director, officer, employee, consultant, agent or otherwise, in any business that directly competes in competition with the SpinCo Business as it exists or the business conducted by Buyer or any affiliate of Buyer following the Closing. The foregoing non-competition covenant will apply to any country in which Buyer or its affiliates are then selling its products or services. The foregoing non-competition covenant shall not preclude the purchase by ▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇ of up to five (5) percent of any publicly-held company that is in competition with the Business or the business conducted by Buyer or any affiliate of Buyer following the Closing. Each of ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ also covenants and agrees that during the Non-Competition Period, he will not directly or indirectly induce any employee of Buyer to terminate his employment with Buyer or hire or offer to hire any such employee, or hire, offer to hire, contract or otherwise agree to contract with any sales or marketing representatives or distributors with which Buyer does business. The "Non-Competition Period" shall mean the period commencing on the date hereof (a “Competitive Business”) in Closing Date and ending on the United States or Canada in a manner that is material to fifth anniversary of the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit later of (i) GPC the Closing Date or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC the date that he ceases to be employed by Buyer or an affiliate. Each of ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ agrees that this non-competition covenant is reasonable and necessary from engaging the standpoint of protecting Buyer from competing efforts and acknowledges that Buyer would not enter into this Agreement without this covenant. The provisions of this non-competition covenant are severable and shall be enforceable to the maximum extent permitted by law. If this covenant shall be held by a court of competent jurisdiction to be unenforceable under applicable law with any Person respect to the entire area, the entire duration, or the scope of activities of the covenant, then the covenant shall be deemed enforceable in such part or parts of the area, for such lesser period of time and for such limited scope of activities as is permissible under applicable law. Each of ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ acknowledges that is not its Affiliate a breach of this non-competition covenant would result in any merger irreparable damage to Buyer, and without limiting other remedies which may exist for a breach of GPCthis covenant, any tender offer for GPC’s publicly traded securities agree that this covenant may be enforced by temporary restraining order, temporary injunction, and permanent injunction restraining violation hereof, pending or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCfollowing trial on the merits.

Non-Competition. In furtherance return for the performance of the Merger management duties described in Section 1 hereof, during the Employment Term and for a period of two years thereafter in the transactions contemplated herebyevent of the termination of this Agreement pursuant to the provision of Section 5(b) (ii) hereof or one year thereafter in the event of the termination of this Agreement pursuant to the provisions of Sections 5(a)(i), GPC covenants and agrees that5(a)(ii), from and after the Closing Date until the date that is three years after the Closing Date5(a)(iii) or 5(b)(i) hereof, it Executive shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity with whom he may be employed or associated, own any interest in, participate or engage in the day-to-day supervision, management, development, marketing or operation of any senior, assisted living or semi-acute care facilities or such other business that directly competes with the SpinCo Business as it exists on Employer may be engaged in as of the date hereof of the applicable Section 5 termination event (the "Business") which is competitive with any of Employer's facilities. For purposes hereof, a “Competitive Business”facility will be deemed competitive with one of Employer's facilities if such facility is located within five (5) in miles of a facility owned, operated or managed by Employer or within five (5) miles of a facility which Employer is developing or with respect to which Employer has signed a letter of intent or term sheet or binding contract for the United States acquisition, development or Canada in a manner that is material management thereof dated on or prior to the SpinCo Businessdate of such termination. Furthermore, for a period of two years after any applicable Section 5 termination event, Executive shall not, directly or indirectly, solicit, attempt to hire or hire any employee of Employer. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC Executive from owning 5% or less of any GPC Entity from (A) engaging securities of a competitor engaged in the businesses conducted by same Business if such securities are listed on a nationally recognized securities exchange or traded over-the-counter on the GPC Entities (excluding National Association of Securities Dealers Automated Quotation System or otherwise. In the SpinCo Businessevent of termination of this Agreement pursuant to the provisions of Sections 5(a)(i), 5(a)(iii) as or 5(b)(i) however, the covenant not to compete set forth in the first sentence of this Section 6(b) shall only be effective, at the election of Employer, if Employer makes a quarterly payment in advance, commencing on the effective date of such termination, to Executive equal to $50,000. Such payments are in addition to any Termination Compensation payable pursuant to Section 5(d) hereof. If this Agreement is terminated pursuant to the provisions of Sections 5(a)(ii) or 5(b)(ii) hereof, (B) owning no more than 5% in the aggregate of then Executive shall not be entitled to receive any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCsuch payments.

Non-Competition. In furtherance (a) The Consultant acknowledges that the Consulting Services are special, unique and extraordinary to the Company's business, and that he may during the Term hereof obtain confidential information of the Merger Company's trade secrets, devices, software, production materials, algorithms, designs, technology, ideas, know-how, compositions, data, techniques, improvements, inventions (whether patentable or not), works of authorship, business and product development plans, the transactions contemplated herebysalaries and terms of compensation of the Company's employees, GPC covenants other consultants, customers and agrees thatother information concerning the Company's actual or anticipated business, from research or development, formulae, processes, codes, machinery and patterns (collectively, "Confidential Information"), the use or revelation of which by the Consultant during his consultancy or after the Closing Date until termination of the consultancy hereunder, might, would or could injure or cause injury to the Company's business. Accordingly, the Consultant agrees that he will forever keep secret and inviolate any knowledge or information as to any Confidential Information and will not utilize the same for his private benefit or directly or indirectly for the benefit of others and he will never disclose such secret knowledge or information to anyone else. The foregoing shall not be applicable to any information which now is or hereafter shall be in the public domain other than as a result of a disclosure by the Consultant, is in the possession of the Consultant prior to the date that of rendering any services to the Company and was not received directly or indirectly from the Company, or is three years after independently developed by the Closing Date, it shall not, and shall cause its Subsidiaries not to, Consultant without the prior written consent use of RMT Parent, information received directly or indirectlyindirectly from the Company. (b) Further, upon the termination of this Agreement, by the Company pursuant to Sections 8(a), (b) or (c) or upon the Consultant's voluntary resignation or upon the expiration of the Term hereof, the Consultant will not engage in any business that directly competes in competition with the SpinCo Business as it exists on business of the date hereof Company within the Territory, nor directly or indirectly perform services for any person, firm or corporation engaged in such a competitive business in such territory for a period of twelve (a “Competitive Business”12) in the United States or Canada in a manner that is material months following such termination of his consultancy. (c) Subsequent to the SpinCo Business. Notwithstanding termination of this Agreement and for the foregoingperiod set forth in Section 5(b) hereof, nothing herein shall prohibit (i) GPC the Consultant will not interfere with or disrupt or attempt to disrupt the Company's business relationship with any Clients or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of its other customers, vendors or suppliers or solicit any of the date hereof, (B) owning no more than 5% in consultants or employees of the aggregate Company to leave the employ of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCCompany.

Non-Competition. In furtherance consideration of the Merger and Agreement hereby entered into, each of the transactions contemplated hereby, GPC Sellers hereby covenants and agrees that, from and after during the Closing Date until the date that is three years after the Closing DateNon-Competition Period, it they shall not, not and shall cause its Subsidiaries not to, without the prior written consent procure that none of RMT Parenttheir Affiliates shall, directly or indirectly: (i) carry on, engage be engaged in or have an ownership interest in any business Person that directly competes with the SpinCo Business as it exists carries on the date hereof (a “Competitive Business”) or is engaged in the United States or Canada in a manner Business within the Restricted Territories; provided, however, that is material to the SpinCo Business. Notwithstanding notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as each of the date hereof, (B) owning no more than 5% Sellers may own securities in the aggregate of any class of capital stock or other equity interest of any Person engaged in the Business that is a Competitive Businesspublicly held corporation, (C) acquiring and operating any Person but only to the extent that operates a diversified business that did such Seller does not derive own, of record or beneficially, more than 153% (three percent) of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documentsoutstanding equity securities of any such Person, or (ii) GPC solicit, knowingly encourage or attempt to solicit or knowingly encourage any person employed in a managerial, supervisory, technical or sales capacity by the Company or its Subsidiaries immediately prior to the Closing (the “Restricted Employees”) to leave the employment of the Company or its Subsidiaries (whether or not such Restricted Employee would commit a breach of contract by reason of leaving such employment or engagement); provided, however, nothing in this Clause 10 shall prohibit a Seller from engaging with seeking to employ any Person by means of general advertising that is not specifically directed towards the Restricted Employees; provided further, however, that no Seller shall, during the Non-Competition Period, employ: (a) a senior employee who is a Restricted Employee for a period of three (3) years following the termination of such employee’s employment with the Company or its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities Subsidiaries or (b) any other similar business combination involving GPC and Restricted Employee for a Person that is not period of one (1) year following termination of such employee’s employment with the Company or its Affiliate or Subsidiaries, or (iii) transactions between solicit, knowingly encourage or among two attempt to solicit or more wholly-owned knowingly encourage any customer of the Company or any of its Subsidiaries immediately prior to the Closing (the “Restricted Customers”) to terminate its relationship or business dealings with the Company or any of GPCits Subsidiaries (whether or not such Restricted Customer would commit a breach of contract by reason of this termination).

Non-Competition. In furtherance of To further preserve the Merger and Confidential Information, you agree that for twelve (12) months after employment ends (the transactions contemplated hereby“Restricted Period”), GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it shall not, and shall cause its Subsidiaries you will not to, without the prior written consent of RMT Parentwork, directly or indirectly, engage as an employee, contractor, officer, owner, consultant, or director, in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) anywhere in the United States world that sells hosting and information technology services substantially similar to those services provided by the Company, namely (i) provisioning, hosting, management, monitoring, supporting, or Canada maintenance of applications, computer servers (whether dedicated, shared or virtual) and network connectivity in a manner datacenter for remote use via the Internet, (ii) hosted email, storage, collaboration, computer, virtual networking and substantially similar services, and (iii) all substantially similar related services, all of the foregoing being defined for the purposes of this Agreement as “Hosting.” Provided, that is material the foregoing restriction shall not prevent Employee from becoming an employee of or contractor for a division of any Hosting company that does not provide Hosting services, as long as you do not, for the Restricted Period, perform services, (including but not limited to the SpinCo Businessproviding information, advice, strategy, recruiting or any other interaction with regard to business matters) for a division of such company that provides Hosting services. Notwithstanding the foregoing, nothing herein you shall prohibit (i) GPC be permitted to acquire a passive stock or any GPC Entity from (A) engaging equity interest in such a business, provided that the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did acquired is not derive more than 15% two percent (2%) of its total revenue from Competitive Businesses the outstanding interest in its most recently completed fiscal year or (D) performing their obligations under such business. The Restricted Period outlined above will be tolled and will not run during any such time that you are in breach of the Transaction Documentsrestrictive covenants in section 8, (ii) GPC from engaging with 9 and 10 , and once tolled will not begin to run again until such time as all violations have ceased. You recognize that the restrictions in this section may substantially limit your future flexibility in many ways. You acknowledge you have received adequate consideration for the promises and restrictions set forth in this agreement. You agree to waive any Person objection to the validity of these restrictions and acknowledge that these limited prohibitions are reasonable as to time, geographical area and scope of activities to be restrained and that these limited prohibitions do not impose a greater restraint than is not its Affiliate necessary to protect Rackspace’s goodwill, proprietary information and other business interests. You further agree that any breach of these covenants will result in irreparable damage and injury to Rackspace and that Rackspace will be entitled to injunctive relief in any merger court of GPC, competent jurisdiction without the necessity of posting any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCbond.

Non-Competition. In furtherance During the Restrictive Period (defined below), regardless of the Merger reason for the Executive’s termination of employment and regardless of who initiates such termination, the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it Executive shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) anywhere in the United States or Canada in any other country or jurisdiction in which the Company or any of its affiliates conducts or conducted business during the Restrictive Period, either directly or indirectly, as a manner proprietor, partner, stockholder, director, executive, employee, consultant, joint venturer, member, investor, lender or otherwise, engage or assist others to engage in, or own, manage, operate or control, or participate in the ownership, management, operation or control of, or become employed or engaged by any person or entity that is material engaged in the business of blue and green hydrogen production, in each case except as set forth on Exhibit B or otherwise approved by the CEO at any time prior to the SpinCo Termination Date (the “Competitive Business”). Notwithstanding the foregoing, nothing herein in this Section 7(a) shall prohibit prevent the Executive from owning, as a passive investor, up to two percent (2%) of the securities of any entity that are publicly traded on a national securities exchange. For purposes of this Agreement, the “Restrictive Period” means the aggregate of (i) GPC or any GPC Entity from the Term plus (ii) (A) engaging in if the businesses conducted Executive is terminated pursuant to one of Sections 5(a) – 5(d), the six (6) month period immediately following the Termination Date, or (B) if Executive is terminated pursuant to Section 5(e), at the Company’s election, the Restrictive Period may be extended beyond the Term immediately following the Termination Date, for a number of months up to six (6) months (such number of additional month elected by the GPC Entities (excluding Company, the SpinCo Business) “Additional Period”), by the Company agreeing to provide the Executive with the rights to the Equity Awards and other entitlements set forth on Exhibit C for the Additional Period which shall include the portion of the Equity Awards that are unvested as of the date hereof, (B) owning no more than 5% in Termination Date but that would otherwise vest during the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under Additional Period if Executive had been employed by the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCCompany during the Additional Period.

Non-Competition. In furtherance (a) From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the Merger cause, manner or time of any termination, Executive shall not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its affiliates. (b) During the Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its affiliates or in any way injuring the interests of the Company or any of its affiliates and the transactions contemplated herebyCompany and its affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, GPC covenants and agrees that, subject to Section 9, nothing herein shall preclude the Company and its affiliates or Executive 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 and after its affiliates from disclosing the Closing Date until fact of any termination of Executive’s employment or the date circumstances for such a termination. For purposes of this Section 8(b), the term “Competitor” means any enterprise or business that is three years after engaged , at any time during the Closing DateRestricted Period, it shall notor has plans to engage, and shall cause its Subsidiaries not toat any time during the Restricted Period, without the prior written consent of RMT Parent, directly or indirectly, engage in any business activity that directly competes with the SpinCo Business as it exists on businesses conducted during or at the date hereof (a “Competitive Business”) in termination of Executive’s employment, or planned or proposed to be conducted at any time during the United States or Canada Restricted Period, by the Company and its affiliates in a manner that is or would be material in relation to the SpinCo Businessbusinesses of the Company or the prospects for the businesses of the Company (in each case, 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). Notwithstanding During the foregoingRestricted Period, nothing herein Executive, without prior express written approval by the Board, shall prohibit (i) GPC or any GPC Entity from not (A) engaging engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the businesses conducted by the GPC Entities management, operation or control of a Competitor, (excluding the SpinCo Businesswhether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) as of the date hereof, or (B) owning no more 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 during the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its affiliates businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the foregoing sentence shall operate throughout the entire geographic territory for which Executive performed duties for the Company or acted on the Company’s behalf during the Executive’s employment, the United States, the United Kingdom and any other country in the world in which the Company operated or operates during the Restricted Period(subject to the definition of “Competitor”). (c) During the Restricted Period, Executive, without express prior written approval from the Board, shall not solicit any members or the then current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operations of any business intended to compete with the Company or any of its affiliates. (d) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. (e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided, that ownership of less than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates publicly held company shall not be deemed a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCProprietary Interest.

Non-Competition. In furtherance (a) During the term of this Agreement and for one year thereafter (the Merger and “Restricted Period”), the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it Employee shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parentthe Company, directly or indirectly, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit , (i) GPC 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 GPC Entity 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 up to one percent (1%) of the outstanding capital stock of a company which is listed or authorized for trading on any national securities exchange, Nasdaq or the OTC Electronic Bulletin Board or is a company with a class of securities registered under Section 12 of the Securities Act of 1934, as amended; (ii) for the Employee’s own account or for the account of any other person or entity (A) engaging in interfere with the businesses conducted by 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 GPC Entities Company who or which transacts or has transacted business with the Company at any time during the term of this Agreement; or (excluding iii) employ or otherwise engage, or solicit, entice or induce on behalf of the SpinCo Business) as Employee or any other person or entity, the services, retention or employment of any person who has been an employee, principal, partner, stockholder, sales representative, trainee, consultant to or agent of the Company within one year of the date hereofof such offer or solicitation. (b) Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such violation, including but not limited to any injunctive or other equitable relief or the recovery of damages from the Employee. (Bc) owning no more than 5% The Employee acknowledges that the covenants contained in this Section 8 are fair and reasonable in order to protect the aggregate 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 class of capital stock or other equity interest of any Person engaged the covenants contained in a Competitive Businessthis Section 8 will cause irreparable and continuing damage to the Company. Accordingly, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities Company shall be entitled to specific performance or any other similar business combination involving GPC 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 a Person 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. In addition, to the extent the Company is not its Affiliate or successful on the merits in any proceeding to enforce the terms of this Section 8, the Employee agrees to pay the Company the costs it incurs, including reasonable attorneys’ fees and expenses, in bringing and prosecuting any such proceeding. (iiid) transactions between or among two In case any one or more wholly-owned Subsidiaries of GPCthe terms or provisions contained in this Section 8 shall for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other terms or provisions hereof, but such term or provision shall be deemed modified or deleted as or to the extent required by applicable law, and such modification or deletion shall not affect the validity of the other terms or provisions of this Section 8. In addition, if any one or more of the restrictions contained in this Section 8 shall for any reason be held to be unreasonable with regard to time, duration, geographic scope or activity, the parties contemplate and hereby agree that such restriction shall be modified and shall be enforced to the full extent compatible with applicable law. The parties hereto intend that the covenants contained in this Section 8 shall be deemed a series of separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (e) The provisions of this Section 8 shall survive the termination of this Employment Agreement.

Non-Competition. In furtherance of As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger and the transactions contemplated herebyAgreement, GPC covenants and each Shareholder agrees that, from and : (a) For a period of five (5) years after the Closing Date until (the "Non-Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date that hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is three years after or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, it such Shareholder shall not, and shall cause its Subsidiaries not to, solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of RMT the Company and Parent. (d) If at the time of enforcement of this Section 8, directly a court holds that the duration, scope, geographic area or indirectlyother restrictions stated herein are unreasonable under circumstances then existing, engage in any business the parties agree that directly competes with the SpinCo Business as it exists on maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the date hereof stated duration, scope, geographic area or other restrictions. (a “Competitive Business”e) Such Shareholder recognizes and affirms that in the United States event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or Canada actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a manner that is material period equal to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as length of the date hereof, (B) owning no more than 5% in the aggregate violation of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, this Section 8 plus (ii) GPC from engaging the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities actual breach or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCviolation.

Non-Competition. In furtherance The Employee acknowledges and recognizes the highly competitive nature of the Merger businesses of the Firm. The Employee further acknowledges that the Employee has been and shall be provided with access to sensitive and proprietary information about the clients, prospective clients, knowledge capital and business practices of the Firm, and has been and shall be provided with the opportunity to develop relationships with clients, prospective clients, consultants, employees, representatives and other agents of the Firm, and the transactions contemplated herebyEmployee further acknowledges that such proprietary information and relationships are extremely valuable assets in which the Firm has invested and shall continue to invest substantial time, GPC covenants effort and expense. The Employee agrees that, from that while employed by the Firm and thereafter until (i) three months after the Closing Date until Employee’s date of Termination of Employment for any reason other than a termination by the Firm without Cause or (ii) one month after the date that is three years after of the Closing DateEmployee’s Termination of Employment by the Firm without Cause (in either case, it the date of such Termination of Employment, the “Date of Termination,” and such period, the “Noncompete Restriction Period”), the Employee shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof (Employee’s behalf or on behalf of any other person, firm, corporation, association or other entity, as an employee, director, advisor, partner, consultant or otherwise, provide services or perform activities for, or acquire or maintain any ownership interest in, a “Competitive Business”Enterprise.” For purposes of this Agreement, “Competitive Enterprise” shall mean a business (or business unit) that (x) engages in the United States any activity or Canada (y) owns or controls a significant interest in a manner any entity that engages in any activity, that in either case, competes anywhere with any activity that is material similar to an activity in which the SpinCo BusinessFirm is engaged up to and including the Employee’s Date of Termination. Notwithstanding anything in this Appendix, the foregoingEmployee shall not be considered to be in violation of this Appendix solely by reason of owning, nothing herein shall prohibit (i) GPC directly or indirectly, any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity securities of a Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in any such Competitive Enterprise) if the Employee’s interest does not exceed 5% of any Person the outstanding capital stock of such Competitive Enterprise (or comparable interest, including a voting or profit participation interest, in such Competitive Enterprise). The Employee acknowledges that the Firm is engaged in a Competitive Businessbusiness throughout the world. Accordingly, and in view of the nature of the Employee’s position and responsibilities, the Employee agrees that the provisions of this Paragraph (Cb) acquiring and operating any Person that operates a diversified shall be applicable to each jurisdiction, foreign country, state, possession or territory in which the Firm may be engaged in business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under while the Transaction Documents, (ii) GPC from engaging with any Person that Employee is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCproviding services to the Firm.

Non-Competition. In furtherance of As a material inducement for Buyer to enter into this Agreement and to consummate the Merger and the transactions contemplated herebyTransaction, GPC Seller hereby covenants and agrees that, from and after that during the period beginning on the Closing Date until and ending on the date that is three years after third (3rd) anniversary of the Closing Date, it Seller shall not, not (and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent), directly or indirectly, as a proprietor, partner, shareholder or member, individually or jointly or on behalf of or in concert with any Person, (a) engage in any wireless mobile business that directly competes with within the SpinCo Business as it exists on the date hereof Wireless Network Coverage Area (a “Competitive Competing Business”) or (b) compile, create or use for the purpose of selling wireless mobile merchandise or services within the Wireless Network Coverage Area in connection with a Competing Business, or sell, transfer or otherwise convey to any Third Party, a list of customers who purchased, leased or used any Sprint PCS Products and Services (as defined in the United States or Canada in a manner that is material Management Agreement). Notwithstanding anything to the SpinCo Business. Notwithstanding the foregoingcontrary set forth in this Agreement, nothing herein neither Seller nor any of its Affiliates shall prohibit (i) GPC or any GPC Entity be prohibited from (A) engaging in the businesses conducted acquiring or owning (by the GPC Entities way of merger, consolidation, asset sale or otherwise) up to five percent (excluding the SpinCo Business5%) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital the outstanding stock or other equity interest of any Person corporation that is engaged in a Competitive BusinessCompeting Business and publicly traded on a national securities exchange or in the over the counter market, or up to five percent (C5%) in the aggregate of a private entity that is engaged in a Competing Business in each case through passive investments or (B) acquiring or owning any Person, asset or business (by way of merger, consolidation, asset sale or otherwise) that is engaged in a Competing Business (and operating thereafter engaging in such Competing Business) so long as the revenues attributable to such Competing Business at the time of such acquisition constitute less than twenty-five (25%) of the aggregate revenues of such Person, assets or business. Further, notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 5.14 shall not apply to, and “Competing Business” shall not include any Person products or services delivered utilizing fixed wireless networks, cable networks, fiber networks or wireline networks, in each case, whether now or in the future or the Seller’s cell towers segment. Further, notwithstanding anything to the contrary set forth in this Agreement, the restrictions set forth in this Section 5.14 shall not apply outside of the Wireless Network Coverage Area or to any Third Party (including such Third Party’s Affiliates other than Seller and its Subsidiaries) that operates a diversified business that did not derive more than 15% acquires (by way of merger, consolidation, asset sale or otherwise) Seller, any of its total revenue Affiliates or any of their respective assets or businesses. The Parties acknowledge and agree that the restrictive covenants contained in this Section 5.14 are reasonable in duration and geographic scope and protect a valid business interest of Buyer and its Affiliates. The Parties recognize that irreparable damage will result to Buyer and its Affiliates from Competitive Businesses any violation of this Section 5.14 and that the extent of such damage would be difficult if not impossible to calculate. Accordingly, the Parties expressly agree that, in addition to any and all other remedies available to Buyer and any of its most recently completed fiscal year Affiliates for any such violation, any of them shall have the right to the remedies set forth in Section 12.6. The existence of any Proceeding by Seller against Buyer, whether predicated on the Management Agreement or (D) performing their obligations under the Transaction Documentsotherwise, (ii) GPC from engaging with any Person that is not its Affiliate a defense to Buyer’s enforcement of this Section 5.14. Notwithstanding anything contained herein to the contrary, and if and only if a provision of this type contained in this Section 5.14 is enforceable in the jurisdiction in question, if any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two one or more wholly-owned Subsidiaries of GPCthe provisions contained in this Section 5.14 is for any reason held to be excessively broad as to duration, geographical scope, activity or subject, such provisions will be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law in such jurisdiction as it then appears.

Non-Competition. In furtherance of During the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after period beginning on the Closing Date until and ending on the date that is three years after fifth (5th) anniversary of the Closing Date, it the Restricted Party shall not, and shall cause each of his, her or its Subsidiaries controlled Affiliates not to, without the prior written consent of RMT Parent, directly or indirectly, own any interest in, control, manage, operate, participate in, develop products for, advise or consult with or render services for (as a director, officer, employee, agent, broker, partner or contractor), or engage in activities or businesses, or establish any new businesses, within North America or Europe (the “Territory”) any business that directly competes is competitive with the SpinCo Business business operated by the Company as it exists on of the date hereof Signing Date or as of immediately prior to the Closing, including any activities or business (a i) engaged in the production, marketing or distribution of (a) plant-based meals or dishes, (b) value-added fruit and vegetables, (c) plant- and/or dairy-based pizza toppings, or (d) plant-based novelty food products, or (ii) that offers any product or service in the same line of business or product or service category as any product or service offered by the Company or in development by the Company (collectively, the “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business). Notwithstanding the foregoing, nothing herein this Section 1.1.1 shall prohibit (i) GPC be deemed not breached solely as a result of the ownership by the Restricted Party or any GPC Entity of his, her or its Affiliates of less than an aggregate of 1% of any class of stock that is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and is listed on a national securities exchange. For the avoidance of doubt, this Agreement shall not restrict the Restricted Party from performing his or her duties as an officer, director or employee of Parent, its successors-in-interest or their respective Subsidiaries. [Notwithstanding anything to the contrary herein, Restricted Party shall in no way be restricted or prohibited from continuing to hold his passive investment in Good Karma Foods (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) provided, that, while he may take action to maintain his percentage ownership of Good Karma Foods as of the date hereof, (B) owning no more than 5% he may not take any action the effect of which would result in an increase in his percentage ownership of Good Karma Foods as of the aggregate date hereof unless previously approved by the Monitoring Committee of any class the Company, which the Company agrees will not be unreasonably withheld, conditioned, or delayed). For the sake of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPCclarity, any tender offer for GPCincrease in Restricted Party’s publicly traded securities percentage ownership of Good Karma Foods through the actions of others (such as redemptions, stock splits, or any other similar business combination involving GPC and a Person that is the like) shall not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPC.be governed by this restriction.]1

Non-Competition. In furtherance (a) During the term of this Agreement or any renewal thereof and, at Company's option for a period of up to one year thereafter, should the Executive's contract be terminated or not be renewed, the Executive agrees that he will not within the geographical area of the Merger and the transactions contemplated herebyUnited States, GPC covenants and agrees thatengage, from and after the Closing Date until the date that is three years after the Closing Date, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, either directly or indirectly, engage individually or as an owner, partner, joint venturer, employee, officer, director, stockholder, consultant, independent contractor or lender of or to any corporation, holding Company or other business entity which is in a business similar to that of Company or any business of its affiliates. In the event that directly competes Company chooses to exercise its option to prevent the Executive from competing with Company following termination or non-renewal of his employment, Company shall notify the Executive in writing within two (2) weeks following his last day of employment or within two (2) weeks of notice by Company of its decision that the Executive shall take a leave-of-absence, in either case specifying the period of up to one year following termination, resignation, or non-renewal of employment during which such competitive activity shall be prohibited. In the event Company exercises its option, Company shall continue to pay Executive his Base Salary at the rate applicable at the time of termination, resignation or non-renewal for the period during which the Executive is prohibited from competition with Company, plus an amount equal to the Incentive Compensation paid to him for the prior fiscal year, pro-rated for the period during which the Executive is prohibited from competition with the SpinCo Business as it exists on Company (if less than a full year); provided, however, that the date hereof Company shall not be obligated to make any such payments (and shall be entitled to a “Competitive Business”refund of any payments actually made) in the United States or Canada in a manner that is material to the SpinCo Businessextent that Executive violates his obligation of non-competition or invalidates such obligation through legal action. Notwithstanding the foregoing, nothing herein shall prohibit the Executive (ias hereinbefore described in Section 2(d)) GPC may own five (5%) percent of the securities of any business in competition with the business of Company or any GPC Entity from (A) engaging of its affiliates, which securities are regularly traded on a public exchange, provided that any such ownership shall not result in the businesses conducted Executive becoming a record or beneficial owner at any time of more than five (5%) percent of equity securities of said business entity. (b) The Executive shall not during the term of his Employment under this Agreement or any renewal thereof, and for a period of one (1) year thereafter, solicit or arrange to have any other person or entity solicit any person who was employed by the GPC Entities Company or any of its affiliated companies having an annual compensation of at least U.S. $50,000 per annum for other employment or otherwise induce such employees to terminate their employment with the Company or such affiliates. (excluding the SpinCo Businessc) as If any provision of this Section is held to be unenforceable because of the date hereofscope, (B) owning no more than 5% in the aggregate of any class of capital stock duration or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% area of its total revenue from Competitive Businesses applicability or otherwise, the legal entity making that determination will have the power to modify the scope, duration or area, or all of them, and the provision will then apply in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCmodified form.

Non-Competition. In furtherance (a) None of the Merger and the transactions contemplated herebyParent or any of its Affiliates shall, GPC covenants and agrees that, from and after the Closing Date until the date that is for a period of three years after the Closing Date(the “Restricted Period”), it shall notengage, and shall cause its Subsidiaries not todirectly or indirectly, in any business anywhere that manufactures, produces, distributes or supplies products or services of the kind manufactured, produced, distributed or supplied by the Carbonless Paper Business on the Closing Date or as contemplated by the “Carbonless Systems Business Overview” presented by Parent on October 3, 2005, to be manufactured, produced, distributed or supplied or, without the prior written consent of RMT Parentthe Purchaser, directly or indirectly, engage own an interest in, manage, operate, join, control or participate in or be connected with, as an officer, employee, partner, stockholder or consultant, any Person anywhere that manufactures, produces, distributes or supplies products or services of the kind manufactured, produced, distributed or supplied by the Carbonless Paper Business on the Closing Date or as contemplated by the “Carbonless Systems Business Overview” presented by Parent on October 3, 2005, to be manufactured, produced, distributed or supplied. Except as expressly set forth in Section 5.06(c), nothing in Section 5.06(c) shall be deemed to restrict in any manner the conduct by Parent or any of its Affiliates of the coated and uncoated paper business. (b) As a separate and independent covenant, Parent agrees with the Purchaser that, during the Restricted Period, none of Parent or any of its Affiliates will in any way, directly or indirectly, for the purpose of engaging in any business that directly competes manufactures, produces, distributes or supplies products or services of the kind manufactured, produced, distributed or supplied by the Carbonless Paper Business on the Closing Date or as contemplated by the “Carbonless Systems Business Overview” presented by Parent on October 3, 2005, to be manufactured, produced, distributed or supplied, do any business with, or solicit any customers of, the Carbonless Paper Business with whom the Carbonless Paper Business or Parent or any of its Affiliates had any dealings in connection with the SpinCo Carbonless Paper Business as it exists on during the date hereof (period of time in which the Carbonless Paper Business was owned by Parent and its Affiliates, or induce or attempt to induce any of the officers or employees of the Carbonless Paper Business or the Purchaser to leave the employ of the Purchaser or to violate the terms of their employment contracts, or any employment arrangements, with the Purchaser; provided, however, that the foregoing will not prohibit a “Competitive Business”) in the United States or Canada in a manner that is material general solicitation to the SpinCo Business. public through general advertising. (c) As a separate and independent covenant, Parent agrees with the Purchaser that, during the Restricted Period, none of Parent or any of its Affiliates will solicit any customer listed in Section 5.06(c) of the Disclosure Schedule for the purchase of any of the products listed opposite such customer’s name on Section 5.06(c) of the Disclosure Schedule. (d) Notwithstanding anything to the foregoing, nothing herein shall prohibit contrary contained in Section 5.06(a): (i) GPC Parent or any GPC Entity from (A) engaging of its Affiliates may directly or indirectly hold interests or securities of any Person who is engaged in the businesses conducted manufacture, production, distribution and supply of products and services of the kind manufactured, produced, distributed or supplied by the GPC Entities (excluding Carbonless Paper Business on the SpinCo Business) Closing Date or as contemplated by the “Carbonless Systems Business Overview” presented by Parent on October 3, 2005, to be manufactured, produced, distributed or supplied and whose securities are listed on any national securities exchange, to the extent that such investment does not directly or indirectly confer on Parent or any of the date hereof, (B) owning no its Affiliates more than 5% in of the aggregate outstanding voting power of such Person, as long as the Person owning such securities has no other connection or relationship with such competitor; and (ii) Parent or any class of its Affiliates may acquire a business, assets and/or more than 50% of the outstanding capital stock or other equity interest of any Person engaged interests in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more derived less than 1510% of its total revenue from Competitive Businesses annual revenues in its most recently completed recent fiscal year from the manufacture, production, distribution and supply of products and services of the kind manufactured, produced, distributed or supplied by the Carbonless Paper Business on the Closing Date or as contemplated by the “Carbonless Systems Business Overview” presented by Parent on October 3, 2005, to be conducted. (De) performing their obligations under Except for the Transaction Documentspersons listed in the letter provided by the Purchaser to Parent on the date hereof, (ii) GPC from engaging as a separate and independent covenant, the Purchaser agrees with any Person that is not its Affiliate Parent that, during the Restricted Period, the Purchaser will not, in any merger way, directly or indirectly, induce or attempt to induce any of GPC, any tender offer for GPC’s publicly traded securities the officers or employees of Parent or any of its Affiliates (other similar business combination involving GPC than the officers or employees listed on Exhibit 6.01) to leave the employ of Parent or its Affiliates or to violate the terms of their employment contracts, or any employment arrangements, with Parent or its Affiliates; provided, however, that the foregoing will not prohibit a general solicitation to the public through general advertising. (f) Each of the Seller, Parent and a Person the Purchaser acknowledge that is the covenants of the Seller, Parent and the Purchaser set forth in this Section 5.06 are an essential element of this Agreement and that, but for the agreement of the Seller, Parent and the Purchaser to comply with these covenants, the other party or parties would not have entered into this Agreement. Each of the Seller, Parent and the Purchaser acknowledge that this Section 5.06 constitutes an independent covenant that shall not be affected by performance or nonperformance of any other provision of this Agreement by the Seller, Parent or the Purchaser. Each of the Seller, Parent and the Purchaser has independently consulted with its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCcounsel and after such consultation agrees that the covenants set forth in this Section 5.06 are reasonable and proper.

Non-Competition. In furtherance 11.1 The Employee agrees that following the termination of his employment with the Merger and the transactions contemplated herebyCompany for any reason, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it he shall not, within Canada, the United States of America and shall cause its Subsidiaries not tothe countries comprising the European Economic Union, for a period of twelve (12) months from the date of such termination (without the prior written consent of RMT Parentthe Company) either individually or in partnership, directly or indirectlyin conjunction with any person or persons, engage firm, association, syndicate, company or corporation as principal, agent, director, officer, employee, consultant, investor or in any other manner whatsoever carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by any person or persons, firm, association, syndicate, company or corporation, engaged in or concerned with any business that directly competes is engaged in the field of Pulmonary Fibrosis therapy research and development. 11.2 The Employee acknowledges that a breach by the Employee of any of the covenants contained in section 1.4 and section 11 herein shall result in damages to the Company and that the Company could not be adequately compensated for such damages by a monetary award. Accordingly, in the event of any such breach, in addition to all other remedies available to the Company at law or in equity, the Company shall be entitled as a matter of right to apply to a Court of competent jurisdiction for such relief by way of restraining order, temporary or permanent injunction, decree or otherwise, as may be appropriate to ensure compliance with the SpinCo Business as it exists on provisions of this Agreement. 11.3 The Employee agrees that all documents, copies, records and other materials made or received by the date hereof (a “Competitive Business”) Employee and which are in the United States his possession or Canada in a manner under his control that is material pertain to the SpinCo Business. Notwithstanding business and affairs of the foregoing, nothing herein Company are the property of the Company and shall prohibit (i) GPC or any GPC Entity from (A) engaging in be returned to the businesses conducted Company by the GPC Entities (excluding Employee forthwith upon the SpinCo Business) as termination of this Agreement or at any time during the term hereof immediately upon the request of the date hereof, (B) owning no more than 5% Company. 11.4 The Employee hereby agrees that all restrictions in this Agreement are reasonable and valid and all defenses to the aggregate strict enforcement thereof by the Company are hereby waived by the Employee and that provisions of any class this section 11 shall survive the termination of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCthis Agreement.

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date a. I agree that is three years after the Closing Date, it shall I will not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parentthe Company, which consent may be withheld at the Company’s sole discretion, during the period of my employment and for a period of twenty-four (24) months from the date I cease to be an employee of the Company for any reason, do the following, directly or indirectly, engage act as director, officer, manager, employee, agent, consultant, assistant, advisor, owner, partner, shareholder or otherwise of, in or to, as the case may be, any person or entity that (A) sells, distributes or markets any “Competitive Products or Services” (as defined in Section 3(b)) as of my date of termination or (B) planned on or before my date of termination, to sell, distribute or market, after my date of termination, any “Competitive Products or Services” (such person or entity, a “Competitor”); provided, however, that the foregoing prohibition shall not prevent me from at any time owning less than two percent (2%) of the voting stock of any company(ies) whose stock is traded on a national securities exchange or in the over-the counter market; and provided further, however, that after my employment with the Company terminates, nothing in this Section 3(a) shall prohibit me from being employed in a senior management role by the parent company of a conglomerate (or a portion of a conglomerate) that is a Competitor so long as the total gross revenues during the 12-month period of such conglomerate (or portion thereof) last ending prior to my commencement of employment that are derived from the business of such Competitor that directly competes with the SpinCo Business Company and was under my supervision (i) do not exceed $50 million and (ii) do not constitute more than 10% of the total gross revenues of such conglomerate (or portion of the conglomerate, as it exists on the date hereof (a case may be) during such period, regardless of the amount of such revenues. b. For purposes hereof, “Competitive Business”) Products or Services” is defined as products or services that compete with products or services that are offered or planned to be offered by the Company or its affiliates. c. This covenant not to compete is limited as written and shall not prohibit me from engaging in any activity or accepting employment with any person or entity that does not sell, distribute or market any Competitive Products or Services, and/or that is planning to sell, distribute or market any Competitive Products or Services. I recognize and agree that the Company and its affiliates are Internet-based enterprises that do business within the United States and throughout the world, and that the geographic scope of this covenant is appropriate, necessary and reasonable to protect the Company and its affiliates with respect to those business activities in which the Company and its affiliates actually engage or Canada in are planning to engage. I acknowledge that this Agreement will not prevent me from earning a manner that is material to living after my employment with the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCCompany.

Non-Competition. In furtherance During the term of the Merger this Agreement and the transactions contemplated herebywhile Employee receives Severance Pay, GPC covenants and agrees thator if longer, from and after the Closing Date until the date that is three years after the Closing Date, it for a period of 12 months following termination; Employee shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly: (a) Engage, engage and shall have no investment, involvement or other connection whatsoever, direct or indirect, with any corporation, partnership, proprietorship, individual or other business entity that is engaged, in whole or in part, in any line of business that is the same as, similar to or directly competes or indirectly in competition with the SpinCo Business business of Employer, or its successors and assigns, as it exists on is now, or as it may during Employee's employment be, conducted in North America ("Competing Entity"); this provision shall not, however, restrict the date hereof right of Employee to own less than one percent 3 (a “Competitive Business”1%) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class issued and outstanding shares of capital stock in any company listed on a national or regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the nature of the business. (b) Be or become a shareholder, partner or other equity interest investor, or an officer, employee, consultant, adviser or director or an agent (whether independent or otherwise) for any Competing Entity; provided that this provision shall not, however, restrict the right of Employee to own less than one percent of the outstanding shares of capital stock in any company listed on a national or regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the nature of the business. (c) Solicit, either for himself or on behalf of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPCCompeting Entity, any tender offer for GPC’s publicly traded securities "active customer of Employer" where an "active customer of Employer" is a person or entity who or which is or has been a customer of Employer at any other similar time during the term of Employee's employment or during the two years preceding Employee's termination of employment. (d) Induce or attempt to influence any employee of Employer to terminate employment, except in his capacity as an officer of Employer. Employee acknowledges that Employer has been conducting its business combination involving GPC in North America, and a Person that is not the restrictive covenants assumed by Employee pursuant to this Agreement are essential to the business of Employer and its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCgoodwill.

Non-Competition. In furtherance By and in consideration of the Merger Company’s entering into this Agreement and the transactions contemplated herebypayments to be made and benefits to be provided by the Company hereunder, GPC covenants and in further consideration of the Executive’s exposure to the Confidential Information of the Company, the Executive agrees that, from and after that the Closing Date until the date that is three years after the Closing Date, it Executive shall not, during the Executive’s employment with the Company and shall cause its Subsidiaries not to, without for a twelve-month period following the prior written consent Date of RMT ParentTermination (the “Restriction Period”), directly or indirectly, engage own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any business manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, however, that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from no event (A) engaging in the businesses conducted shall ownership by the GPC Entities Executive of five percent (excluding the SpinCo Business5%) as or less of the date hereof, (B) owning no more than 5% in the aggregate outstanding securities of any class of capital stock any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 6(b), so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other equity interest of any Person engaged in than rights as a Competitive Businessstockholder thereof, nor (CB) acquiring and operating any shall being employed by a Person that operates is a diversified business that did not derive Restricted Enterprise, standing alone, be prohibited by this Section 6(b), so long as (i) such Person has more than 15% one discrete and readily distinguishable part of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documentsbusiness, (ii) GPC from engaging the Executive’s duties are not at or involving the part of such Person that is the Restricted Enterprise, including, without limitation, serving in a capacity where any Person involved in the Restricted Enterprise reports to the Executive and (iii) the Executive notifies the Company of employment with such Person prior to commencement of his or her employment with such Person. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any Person that is not its Affiliate engaged, directly or indirectly, in any merger (or intends or proposes to engage in, or has been organized for the purpose of GPC, any tender offer for GPC’s publicly traded securities or engaging in) the generic injectible pharmaceutical industry and any other similar business combination involving GPC and a Person that businesses the Company engages in or is not its Affiliate or (iii) transactions between or among two or more whollypreparing to become engaged in, at the time of the Executive’s termination. During the twelve-owned Subsidiaries month period following the Date of GPCTermination, upon the request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

Non-Competition. In furtherance During the period commencing on the Effective Date and ending on the second anniversary following the termination of your employment for any reason (whether during or upon expiration of the Merger and Term) (the transactions contemplated hereby"Restricted Period"), GPC covenants and agrees thatyou will not (except as an officer, from and after the Closing Date until the date that is three years after the Closing Datedirector, it shall notstockholder, and shall cause its Subsidiaries not tomember, without the prior written consent manager, employee, agent or consultant of RMT Parent, Paramount) directly or indirectly, engage own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit your name to be used in connection with, or be otherwise connected in any manner with any business that directly competes with or enterprise engaged in the SpinCo Business as it exists on the date hereof (a “Competitive Business”) institutional pharmacy business in any state in the United States in which the Group is then engaged or Canada in a manner that is material planning to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging engage in the businesses conducted institutional pharmacy business (any such business or enterprise, a "Competitive Enterprise"); provided that the foregoing restriction shall not be construed to prohibit the ownership by you together with your affiliates and associates, as the GPC Entities (excluding the SpinCo Business) as case may be, of the date hereof, (B) owning no not more than 5% in the aggregate two percent (2%) of any class of capital stock or other equity interest securities of any Person corporation that is engaged in any of the foregoing businesses, having a Competitive Businessclass of securities registered pursuant to the Securities Exchange Act of 1934, (C) acquiring as amended, which securities are publicly owned and operating regularly traded on any Person national exchange or in the over-the-counter market, provided further, that operates such ownership represents a diversified business passive investment and that did you together with your affiliates and associates, either directly or indirectly, do not derive more than 15% manage or exercise control of any such corporation, guarantee any of its total revenue from Competitive Businesses financial obligations, otherwise take part in its most recently completed fiscal year business other than exercising your rights as a shareholder, or (D) performing their seek to do any of the foregoing; and provided further, that if any Severance Benefits due to you are not paid when due, your obligations under this paragraph 7(b) shall terminate upon failure of the Transaction Documents, Company to cure such non-payment after thirty (ii30) GPC from engaging with any Person that is not its Affiliate days' prior written notice. Notwithstanding anything to the contrary in any merger of GPC, any tender offer for GPC’s publicly traded securities this Agreement or any other similar business combination involving GPC and a Person that is not document or instrument, except as expressly set forth in the preceding sentence, no breach or failure to perform on the part of the Paramount or any of its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries affiliates shall relieve you of GPCyour obligations under this Section 7.

Non-Competition. In furtherance (a) For a period of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and two (2) years after the Closing Date until (the date that is three years after the Closing Date“Non-Compete Period”), it Parent and Sellers shall not, and shall cause its Subsidiaries their Affiliates (Parent and Sellers, together with such Affiliates, the “Seller Entities”) not to, without the prior written consent of RMT ParentBuyer, engage in the Restricted Business in a manner that competes directly with the business of the Acquired Companies and the Acquired Company Subsidiaries as conducted on the Closing Date. (b) Notwithstanding the provisions of Section 4.10(a), nothing in this Agreement shall preclude, prohibit, restrict or otherwise limit any of the Seller Entities from: (i) owning, operating or engaging in any manner in (x) any business activities that do not constitute part of the Restricted Business or (y) any Financial Services Business; (ii) owning, operating or engaging in any manner in any De Minimis Business; (iii) offering, selling, marketing, distributing or providing, directly or through any distribution system or similar channel, any life insurance or annuity products identified in the definition of “Restricted Business” that (x) are not issued by any of the Seller Entities or (y) are issued by any Seller Entity that is permitted to engage in the Restricted Business pursuant to this Section 4.10; (iv) insuring (whether by self-insurance, reinsurance, captive arrangements or otherwise) the insurance risks of, and issuing bonds related to, the business and operations of Sellers or any of their Affiliates or their respective employees; (v) applying for and holding any insurance license, permit or other authorization; (vi) acquiring, merging or otherwise combining with, or being acquired by any Person (whether in one transaction or a series of related transactions), notwithstanding that such Person or any of its Affiliates, directly or indirectly, engage is engaged in the Restricted Business (any business that directly competes with the SpinCo Business as it exists on the date hereof (such transaction or series of related transactions, a “Competitive BusinessCombination Transaction” and the Person with which such Combination Transaction is effected, the “Combining Person”) ); provided, however, that during the Non-Compete Period, the Seller Entities shall not enter into a Combination Transaction with a Combining Person in which the United States or Canada in a manner that is material assets under management relating to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities Combining Person’s Restricted Business (excluding the SpinCo Businessseparate accounts and segregated accounts) as of the closing date hereofof the Combination Transaction exceed 40% of the Combining Person’s total consolidated assets (excluding separate accounts and segregated accounts) as of such date as determined in accordance with GAAP; and provided, further, that during the Non-Compete Period, nothing in this Agreement shall prohibit, restrict or otherwise limit the Combining Person (Bor if the Combining Person is not the survivor of such Combination Transaction, the surviving Person of such Combination Transaction) owning no more than 5% or the Affiliates of such Person from continuing to own, operate or engage in the aggregate of such Restricted Business; (vii) acquiring, directly or indirectly, any class of voting stock, capital stock or other equity interest interests (including convertible securities) of any Person in connection with any hedging or similar products; or (viii) acquiring capital stock or other equity interests of any Person engaged directly or indirectly in a Competitive the Restricted Business, provided, that such acquisition is and remains during the Non-Compete Period an acquisition solely for investment purposes. (Cc) acquiring and operating any Person that operates a diversified business that did not derive more than 15% For purposes of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under this Section 4.10, the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPC.terms below shall have the following respective meanings:

Non-Competition. In furtherance consideration of the Merger salary paid to the Employee by the Company, the Employee agrees that during the term of the Employment and for a period of two years following the transactions contemplated herebytermination or expiration of this Agreement (for whatever reason): (a) the Employee will not approach clients, GPC covenants customers, business partners or other contacts of the Company and agrees thatits subsidiaries or other persons or entities introduced to the Employee in his or her capacity as a representative of the Company and its subsidiaries for the purposes of doing business with such persons or entities and will not interfere with the business relationship between the Company and its subsidiaries and such persons and/or entities; (b) unless expressly consented to by the Company, from the Employee will not assume employment with or provide services as a director, consultant or otherwise for any direct or indirect competitor of the Company and after its subsidiaries, or invest or engage, whether as principal, partner, licensor or otherwise, in any business which is in direct or indirect competition with the Closing Date until business of the date that is three years after Company and its subsidiaries; and (c) unless expressly consented to by the Closing DateCompany, it shall not, and shall cause its Subsidiaries the Employee will not to, without the prior written consent of RMT Parent, seek directly or indirectly, engage in by the offer of alternative employment or other inducement whatsoever, to solicit the services of any business that directly competes with employee of the SpinCo Business Company and its subsidiaries employed as it exists on at or after the date hereof (a “Competitive Business”) of such termination, or in the United States year preceding such termination. The provisions provided in Section 9 shall be separate and severable, enforceable independently of each other, and independent of any other provision of this Agreement. The parties hereto acknowledge that the provisions contained in Section 9 are reasonable. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or Canada in a manner that is material the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective to the SpinCo Businessmaximum extent, both in time and geography, as permitted by applicable laws. Notwithstanding This Section 11 shall survive the foregoing, nothing herein shall prohibit (i) GPC or termination of this Agreement for any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCreason.

Non-Competition. In furtherance (a) From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the Merger cause, manner or time of any termination, Executive shall not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its affiliates. (b) During the Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its affiliates or in any way injuring the interests of the Company or any of its affiliates and the transactions contemplated herebyCompany and its affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, GPC covenants and agrees that, subject to Section 9, nothing herein shall preclude the Company and its affiliates or Executive 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 and after its affiliates from disclosing the Closing Date until fact of any termination of Executive’s employment or the date circumstances for such a termination. For purposes of this Section 8(b), the term “Competitor” means any enterprise or business that is three years after engaged in, or has plans to engage in, at any time during the Closing DateRestricted Period, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in any business activity that directly competes with the SpinCo Business as it exists on businesses conducted during or at the date hereof (a “Competitive Business”) in termination of Executive’s employment, or then proposed to be conducted, by the United States or Canada Company and its affiliates in a manner that is or would be material in relation to the SpinCo Businessbusinesses of the Company or the prospects for the businesses of the Company (in each case, 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). Notwithstanding During the foregoingRestricted Period, nothing herein Executive, without prior express written approval by the Board, shall prohibit (i) GPC or any GPC Entity from not (A) engaging engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the businesses conducted by the GPC Entities management, operation or control of a Competitor, in any capacity (excluding the SpinCo Businesswhether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) as of the date hereof, or (B) owning no more 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. Executive acknowledges that the Company’s and its affiliates businesses are conducted nationally and internationally and agrees that the provisions in the foregoing sentence shall operate throughout the United States and the world (subject to the definition of “Competitor”). (c) During the Restricted Period, Executive, without express prior written approval from the Board, shall not solicit any members or the then current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operations of any business intended to compete with the Company or any of its affiliates. (d) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. (e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided, that ownership of less than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates publicly held company shall not be deemed a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCProprietary Interest.

Non-Competition. In furtherance (a) Without limiting the provisions of Sections 4.01. 4.02 and 4.04, and as a further inducement to the Merger and the transactions contemplated herebyCompany to enter into this Agreement, GPC covenants and Executive agrees that, except as otherwise permitted hereby, until the expiration of six (6) calendar months from and the Effective Date, or until the end of the Consulting Term if the Consulting Term ends after the Closing Date until expiration of six (6) calendar months from the date that is three years after the Closing Effective Date, it Executive shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage for his own account or as agent for another, carry on or participate in the ownership, management or control of, or be employed by, or serve as a director of, or consult for, or license or provide know-how to, or otherwise render services to, or allow his name or reputation to be used in or by, any other present or future business that directly enterprise that, either alone or together with its Affiliates, engages in the Line of Business and competes with current or planned activities of the SpinCo Business as it exists on the date hereof (a “Competitive Business”) Company and its Affiliates anywhere in the United States or Canada world without the prior written approval of the Chief Executive Officer of the Company. In the event of any violation of the foregoing, then and in a manner that is material such event the Company may, upon notice to Executive, terminate the SpinCo Business. consulting relationship between Executive and Company without limiting any other remedies of the Company. (b) Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC limit the right of Executive, as an investor, to hold and make investments in securities of any corporation or any GPC Entity from (A) engaging other entity that competes in the businesses conducted by Line of Business with the GPC Entities Company and its Affiliates and that is registered on a national securities exchange or admitted to trading privileges thereon or actively traded in a generally recognized over-the-counter market, provided that the aggregate of all of Executive's beneficial ownership therein does not exceed one percent (excluding the SpinCo Business1%) as of the date hereof, outstanding equity interests in such corporation or other entity. (Bc) owning no more than 5% Executive acknowledges that he considers the restrictions set forth in this Section 4.03 to be reasonable both individually and in the aggregate and that the duration, geographic scope, extent and application of each of such restrictions are no greater than is necessary for the protection of the legitimate interests of the Company and its Affiliates. In the event that any class restriction herein shall be found to be void or unenforceable but would be valid or enforceable if some part or parts thereof were deleted or the period or area of capital stock or other equity interest application reduced, each of any Person engaged in a Competitive Business, (C) acquiring and operating any Person the parties hereby agrees that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging such restriction shall apply with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCsuch modification as may be necessary to make it valid.

Non-Competition. In furtherance consideration of and in connection with --------------- Executive's purchase of shares of Class A Common Stock, Class B Common Stock and Preferred Stock, and the Company's obligations in respect of such shares, and in order to protect the goodwill of the Merger Company, as long as Executive is employed by the Company and the transactions contemplated herebyowns shares of Class A Common Stock, GPC covenants and agrees thatClass B Common Stock or Preferred Stock, from and after the Closing Date until the date that is three years after the Closing Date, it Executive shall not, and shall cause its Subsidiaries not to, without unless acting in accordance with the Company's prior written consent of RMT Parent(which consent may be withheld in the Company's sole and absolute discretion), directly or indirectly, engage own, manage, join, operate or control, or participate in the ownership, management, operation or control of, or be connected as a director, officer, employer, employee, partner, consultant, independent contractor or otherwise with, or permit his name to be used by or in connection with, any profit or non-profit business or organization which directly or indirectly engages in wireless communications activities, in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in part of the United States or Canada in a manner other region of the world; provided, that is material to the SpinCo Business. Notwithstanding -------- notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging Executive may engage in the businesses conducted by the GPC Entities (excluding the SpinCo Business) activities which exist as of the date hereof, (B) owning no more than 5% of the Merger with respect to the entities set forth on Schedule 1(c). The parties agree that the foregoing shall not limit Executive from making passive investments in the aggregate securities of any class entity. If any provision of capital stock this Section 3 is adjudged by a court to be invalid or unenforceable, the same will in no way affect any other equity interest provision of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities this Section 3 or any other similar business combination involving GPC part of this Agreement, the application of such provision in any other circumstances or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the geographic area covered thereby, the parties agree that the court making such determination will have the power to reduce the duration and/or geographic area of such provision, and/or to delete specific words or phrases, and a Person that is not in its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCreduced form such provision will then be enforceable and will be enforced.

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after (a) From the Closing Date until the date that is and for three years after thereafter, the Advisor Parent will not, directly or indirectly anywhere in North America (i) engage in, own any interest in, invest in, lend funds to, or provide any management, consulting, financial, administrative or other services to any business that includes the ownership, acquisition, development or management of industrial real estate or (ii) solicit or encourage to leave employment or employ or contract or offer to employ any Transferred Employee or any person who is (or was during the previous three months) hired by the REIT. The foregoing clause (ii) shall not prohibit any general solicitation of employees or public advertising of employment opportunities (including through the use of employment agencies) not specifically directed at any such employees. For the avoidance of doubt, this Section 5.8(a) applies to the Advisor Parent as an entity and not to its members. (b) From the Closing Dateand for three years thereafter, it shall the REIT will not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parentdirectly or indirectly anywhere in North America, directly or indirectly, engage in solicit or encourage to leave employment, or employ or contract or offer to employ any business person who is (or was during the previous three months) an employee of the Advisor Parent (other than persons who also are or were during the relevant time period, officers or employees who provide services primarily to the REIT, the Operating Partnership or the Advisor). The foregoing shall not prohibit any general solicitation of employees or public advertising of employment opportunities (including through the use of employment agencies) not specifically directed at any such employees. (c) The parties hereto recognize that directly competes with the SpinCo Business as it exists on Laws and public policies of the date hereof (a “Competitive Business”) in various states of the United States or Canada in a manner that is material may differ as to the SpinCo Businessvalidity and enforceability of covenants similar to those set forth in this Section. Notwithstanding It is the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as intention of the date hereofparties that the provisions of this Section be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (Bor the modification to conform to such Laws or policies) owning no more than 5% in the aggregate of any class provisions of capital stock this Section shall not render unenforceable, or other equity interest impair, the remainder of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% the provisions of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCthis Section.

Non-Competition. In furtherance (a) From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the Merger cause, manner or time of any termination, Executive shall not use his status with any Company or any of its Affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its Affiliates. (b) During the Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its Affiliates or in any way injuring the interests of the Company or any of its Affiliates and the transactions contemplated herebyCompany and its Affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, GPC covenants and agrees that, subject to Section 5.2, nothing herein shall preclude the Company and its Affiliates or Executive 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 and after its Affiliates from disclosing the Closing Date until fact of any termination of Executive’s employment or the date circumstances for such a termination. For purposes of this Section 5.1(b), the term “Competitor” means any enterprise or business that is three years after engaged in, or has plans to engage in, at any time during the Closing DateRestricted Period, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in any business activity that directly competes with the SpinCo Business as it exists on businesses conducted during or at the date hereof (a “Competitive Business”) in termination of Executive’s employment, or then proposed to be conducted, by the United States or Canada Company and its Affiliates in a manner that is or would be material in relation to the SpinCo Businessbusinesses of the Company or the prospects for the businesses of the Company (in each case, 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). Notwithstanding During the foregoingRestricted Period, nothing herein Executive, without prior express written approval by the Board, shall prohibit (i) GPC or any GPC Entity from not (A) engaging engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the businesses conducted by the GPC Entities management, operation or control of a Competitor, in any capacity (excluding the SpinCo Businesswhether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) as of the date hereof, or (B) owning no more than 5% develop, expand or promote, or assist in the aggregate development, expansion or promotion of, any division of an enterprise or the business intended to become a Competitor at any class time after the end of capital stock the Restricted Period or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating own or hold a Proprietary Interest in, or directly furnish any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPCcapital to, any tender offer for GPCCompetitor of the Company. Executive acknowledges that the Company’s publicly traded securities or any other similar business combination involving GPC and a Person its Affiliates businesses are conducted nationally and internationally and agrees that is not its Affiliate or the provisions in the foregoing sentence shall operate throughout the United States and the world (iii) transactions between or among two or more wholly-owned Subsidiaries subject to the definition of GPC“Competitor”).

Non-Competition. In furtherance of As a condition precedent to HK's obligation to enter into and perform its obligations under the Merger and the transactions contemplated herebyAgreement, GPC covenants and each Shareholder agrees that, from and : (a) For a period of five (5) years after the Closing Date until (the "Non- Competition Period"), such Shareholder shall not, directly or indirectly, either for himself or for any other person, "participate" anywhere in the world in the business as currently conducted by or as proposed to be conducted by the Company and its Subsidiaries, including but not limited to the design, manufacture, marketing, distribution, licensing and sale of children's and teen's (i.e. ages 0-21) apparel or accessories (the "Business"). For purposes of this Agreement, the term "participate" includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise; provided, that the term "participate" shall not include ownership of less than 5% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market or the continued participation by the Shareholder on the Board of Directors of any company in which he serves as of the date that hereof. (b) During the Non-Competition Period, such Shareholder will not divulge or appropriate for his own use, or for the use of any third party, any secret or confidential information or knowledge obtained by such Shareholder concerning the Business. This obligation of secrecy shall not apply to information which (i) is three years after or becomes part of the public domain other than through breach of this Agreement or through the fault of such Shareholder from an unaffiliated source, which source has no obligation of secrecy to the Company, (ii) is required to be disclosed by law or government order (but only to the extent so required), or (iii) is used by such Shareholder in any other lines of business (but only to the extent so used). (c) During the five-year period following the Closing Date, it such Shareholder shall not, and shall cause its Subsidiaries not to, solicit the employment (in any capacity) of or hire directly or through another entity any employee of the Business or any person who was an employee of the Business during the one year period immediately preceding the date of such solicitation or hire without the prior written consent of RMT the Company and Parent. (d) If at the time of enforcement of this Section 8, directly a court holds that the duration, scope, geographic area or indirectlyother restrictions stated herein are unreasonable under circumstances then existing, engage in any business the parties agree that directly competes with the SpinCo Business as it exists on maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the date hereof stated duration, scope, geographic area or other restrictions. (a “Competitive Business”e) Such Shareholder recognizes and affirms that in the United States event of breach of any of the provisions of this Section 8, money damages would be inadequate and the Company and its affiliates would have no adequate remedy at law. Accordingly, such Shareholder agrees that the Company and its affiliates shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and such Shareholder's obligations under this Section 10 not only by an action or Canada actions for damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of Section 8 (including, without limitation, the extension of the Non-Competition Period by a manner that is material period equal to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as length of the date hereof, (B) owning no more than 5% in the aggregate violation of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, this Section 8 plus (ii) GPC from engaging the length of any court proceedings necessary to stop such violation). In the event of a breach or violation by such Shareholder of any of the provisions of this Section 8 the running of the Non-Competition Period (but not of such Shareholder's obligations under this Section 8) shall be tolled with respect to such Shareholder during the continuance of any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities actual breach or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCviolation.

Non-Competition. In furtherance consideration of the Merger benefits provided under this Agreement: (a) The Executive hereby acknowledges and recognizes the transactions contemplated herebyhighly competitive nature of the business of the Corporation. Accordingly, GPC covenants and agrees thatin consideration of the benefits described in this Agreement, from and after during the Closing Date until Non-Competition Period, the date that is three years after the Closing Date, it Executive shall not: (i) In the Non-Competition Area, and shall cause its Subsidiaries not toprovide financial or executive assistance to any person, without firm, corporation or enterprise engaged in: (1) the prior written consent banking or financial services industry (including bank holding company); or (2) any other activity in which the Corporation engaged at the beginning of RMT Parentthe Non-Competition Period; or (ii) Directly or indirectly contact, directly solicit or indirectlyinduce any person, engage in any business that directly competes with corporation or other entity who or which is a customer or referral source of the SpinCo Business as it exists Corporation during the term of the Executive’s employment or on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the Executive’s Termination, to become a customer or referral source for any person or entity other than the Corporation; or (iii) Directly or indirectly solicit, induce or encourage any employee of the Corporation, who is employed during the term of the Executive’s employment or on the date hereofof the Executive’s Termination, (B) owning no more than 5% in to leave the aggregate employ of any class of capital stock the Corporation or other equity interest of any Person engaged in a Competitive Businessits subsidiaries or to seek, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year obtain or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging accept employment with any Person person or entity other than the Corporation or its subsidiaries. (b) It is expressly understood and agreed that, although the Executive and RFC consider the restrictions contained in this Section 4.1 reasonable for the purpose of preserving for the Corporation, its good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that is not its Affiliate in any merger of GPCthe Non-Competition Area, any tender offer for GPC’s publicly traded securities the Non-Competition Period or any other similar business combination involving GPC restriction contained in this Section 4.1 is an unreasonable or otherwise unenforceable restriction against the Executive, the provisions of Section 4.1 shall not be rendered void, but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable. (c) The existence of any immaterial claim or cause of action of the Executive against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a Person defense to the enforcement by the Corporation of this covenant. The Executive agrees that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries any breach of GPCthe restrictions set forth in this Section 4.1 will result in irreparable injury to the Corporation for which it will have no adequate remedy at law and the Corporation shall be entitled to injunctive relief in order to enforce the provisions hereof and/or seek specific performance and damages.

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby, GPC The Executive covenants and agrees that, from during the Executive’s employment hereunder and after for a period of twenty-four (24) months thereafter (to the Closing Date until extent permitted by law), the date that is three years after the Closing DateExecutive will not at any time, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada any other jurisdiction in which the Company, the University or their corporate controlled affiliates is engaged or has reasonably firm plans to engage in business, whether as a principal, investor, employee, consultant, independent contractor, officer, director, board member, manager, partner, agent, or otherwise, alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a person or entity that engages in any business in which the Company, the University or any of their corporate controlled affiliates is material engaged (a “Competing Business”), where Executive’s position or service for such Competing Business relates to Executive’s positions with or the SpinCo Businesstypes of services performed by the Executive for the Company, the University or any of their corporate controlled affiliates, or is otherwise competitive with the Company, the University’s or any of their affiliates’ products or services; provided, however, that the foregoing will not prohibit the Executive from (i) serving on Board of Directors (or comparable bodies) of other entities where the Company or the University has given prior permission, (ii) after the occurrence of both a Change of Control (as defined in Section 12) and the termination of the Executive’s employment, being employed by (A) a campus-based institution of higher education that derives no more than twenty percent (20%) of its revenues from online education, provided, that the Executive is not predominantly engaged in supporting the online education, or (B) an online learning company that does not provide higher education, or (iii) serving as a faculty member, “scholar in residence” or similar academic position, provided, that the Executive does not engage in administrative matters, other than to a de minimis extent. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted ownership by the GPC Entities Executive of less than five percent (excluding the SpinCo Business5%) as of the date hereof, (B) owning no more than 5% in the aggregate outstanding stock of any class corporation listed on a national securities exchange shall not be deemed a violation of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCthis Section 9(a).

Non-Competition. In furtherance of Notwithstanding any non-competition agreement previously existing by and between the Merger Optionee and the transactions contemplated herebyCompany, GPC covenants in consideration for this Option, the Optionee agrees to the following: (A) During the Optionee's employment with the Company and agrees thatfor a period of two (2) years thereafter, from and after the Closing Date until the date that is three years after the Closing Date, it shall Optionee will not, and shall cause its Subsidiaries not to, without unless acting pursuant hereto or with the prior written consent of RMT Parentthe Board of Directors of the Company, directly or indirectly, engage own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with, any business that directly competes or enterprise, in direct competition with the SpinCo Business as it exists on Company's business. The Optionee acknowledges and agrees that adherence to the date hereof (terms of this Section 9 does not preclude Optionee from earning a “Competitive Business”) livelihood and that the restrictions contained in this Section 9 are reasonable and necessary to protect the Company's legitimate interests in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as conduct of the date hereof, its business. (B) owning no The foregoing restriction shall not be construed to prohibit the ownership by Optionee of not more than five percent (5% in the aggregate %) of any class of capital stock or other equity interest securities of any Person engaged corporation which is in competition with the Company and which corporation has a Competitive Businessclass of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither Optionee nor any group of persons including Optionee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing. (C) acquiring During the Optionee's employment with the Company and operating for a period of two (2) years thereafter, Optionee will not call on or solicit, either directly or indirectly, any Person that operates person, firm, corporation or other entity who or which at the time of Optionee's termination was, or within two (2) years prior thereto had been, a diversified business that did not derive more than 15% customer of the Company or any of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under affiliates with respect to the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCactivities prohibited by Section 9 hereof.

Non-Competition. In furtherance 1. During your employment with the Company and for a period of twelve (12) months after your separation from employment for any reason (the Merger and the transactions contemplated hereby“Restricted Period”), GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it shall you will not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage own, manage, operate, control, be employed by or otherwise provide services (whether as an employee consultant, independent contractor or otherwise, and whether or not for compensation) to any person, firm, corporation or other entity, in whatever form, engaged in any Competing Business. For purposes of this Agreement “Competing Business” is any entity (including any of its subsidiaries or affiliates) that produces a product or performs a service that is the same as or similar to, may be substituted for, or is intended to be used for any of the same purposes as a product or service produced, performed or under development by the Company. However, notwithstanding any provision in this Subsection III.A, you may work for a Competing Business whose business is diversified, provided your work for the Competing Business does not involve selling, managing, overseeing, developing, creating, promoting, servicing, involvement in the finance and/or accounting of, or other responsibility for any product, process, service or technology that directly resembles or competes with the SpinCo those of the Company on which you have worked or gained Confidential Information during the last 24 months of your employment (“Restricted Product or Service”). Prior to accepting such employment, you and the Competing Business as it exists on must provide the date hereof (Company with written assurances satisfactory to the Company that you will not render services directly or indirectly, for the 12-month Restricted Period, in connection with any Restricted Product or Service and that any necessary safeguards or procedures have been put in place to ensure that this does not happen. Nothing in this Agreement shall prevent you from owning not more than one percent of the total shares of all classes of stock outstanding of any publicly held entity engaged in a “Competitive Competing Business”) . 2. This restriction applies in the United States and also applies in any foreign country or Canada foreign territory in which the services you will provide could enhance the use or marketability of a manner that is material to Restricted Product or Service, use the SpinCo BusinessCompany’s goodwill, or otherwise interfere with any of the Company’s protectable interests. Notwithstanding any other provision of this Subsection III.A, if at the foregoingtime of separation from employment, nothing herein your primary area of responsibility involves sale of products within a certain geographic area, then the restrictions set forth in this Subsection III.A shall prohibit include and be limited to: (ia) GPC the geographic area that, directly or indirectly, was covered by either you or by employees, distributors, agents or representatives who reported to you at any GPC Entity time during the 24-month period preceding your separation from employment; and/or (Ab) engaging any geographic area in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as which you provided services, whether directly or indirectly, at any time during such 24-month period preceding separation from employment. 3. If despite diligent and aggressive effort, after separation from employment for any reason you are unable to obtain employment consistent with your education or training solely because of the date hereofprovisions of this Subsection III.A, (B) owning no more than 5% in then such prohibition shall bind you only if and as long as the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPC.Company pays

Non-Competition. In furtherance of During the Merger and the transactions contemplated herebyNon-Competition Period, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it Executive shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent▇▇▇▇▇▇ expressly authorized by the Board of Directors, directly or indirectly, engage own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any business 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 competes or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo such Competing Business. Notwithstanding the foregoing, nothing herein 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 restrictions imposed hereunder with respect to Competing Businesses shall prohibit apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (ix) GPC Executive shall not, directly or indirectly, have any GPC Entity from responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (Ay) engaging in Executive obtains the businesses conducted prior written consent of ▇▇▇▇▇▇ expressly authorized by the GPC Entities (excluding the SpinCo Business) as Board of the date hereofDirectors, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did which consent shall not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCbe unreasonably withheld.

Non-Competition. In furtherance Each of the Merger IHM and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it IHC shall not, and shall cause its Subsidiaries not permit any member of the iHeart Group to, without the prior written consent of RMT ParentCCOH, engage in the Outdoor Competing Business anywhere in the Outdoor Territory during the Non-Compete Period; provided, that neither the foregoing nor anything else in this Agreement shall limit or restrict (including during the Non-Compete Period or otherwise) IHM, IHC or any member of the iHeart Group from acquiring any equity interests, assets, business or product lines (regardless of the form, structure or manner of any such transaction, whether by sale, merger, consolidation or otherwise) of another Person who engages in the Outdoor Competing Business and for such Person and its Affiliates (other than the iHeart Group as of immediately prior to such acquisition) to continue to engage in the Outdoor Competing Business; provided, further, that for the avoidance of doubt, in the event of a Change of Control of IHM, neither the foregoing nor anything else in this Agreement shall limit or restrict (including during the Non-Compete Period or otherwise) any Person or group engaged in an Outdoor Competing Business that becomes the beneficial owner, directly or indirectly, of more than 50% of the total equity securities of IHM, IHC or any member of the iHeart Group from engaging in such Outdoor Competing Business. CCOH shall not, and shall not permit any member of the Outdoor Group to, without the written consent of IHC and IHM, engage in an iHeart Competing Business anywhere in the iHeart Territory during the Non-Compete Period; provided, that neither the foregoing nor anything else in this Agreement shall limit or restrict (including during the Non-Compete Period or otherwise) CCOH or any member of the Outdoor Group from acquiring any equity interests, assets, business or product lines (regardless of the form, structure or manner of any such transaction, whether by sale, merger, consolidation or otherwise) of another Person who engages in an iHeart Competing Business and for such Person and its Affiliates (other than the Outdoor Group as of immediately prior to such acquisition) to continue to engage in the iHeart Competing Business; provided, further, that for the avoidance of doubt, in the event of a Change of Control of New CCOH, neither the foregoing nor anything else in this Agreement shall limit or restrict (including during the Non-Compete Period or otherwise) any person or group engaged in an iHeart Competing Business that becomes the beneficial owner, directly or indirectly, of more than 50% of the total equity securities of New CCOH or any member of the Outdoor Group from engaging in such iHeart Competing Business. Each Party hereby acknowledges that the iHeart Group and the Outdoor Group engage through separate platforms in a business that directly competes with derives revenue from selling, leasing and/or licensing advertisements, and the SpinCo Business as it exists on the date hereof (solicitation, sale, lease or license of advertisement opportunities to any Person shall in no way be a “Competitive Business”) in the United States or Canada breach of this Agreement even if any such activities result in a manner that is material to corresponding reduction in sales or revenue on any other platform of the SpinCo Businessother Group. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC the performance by any of the Parties or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate members of their respective Groups of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities this Agreement or any of the Ancillary Agreements (and each other similar business combination involving GPC and agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups) shall in no way constitute a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries breach of GPCthis Agreement, including the covenants set forth in this Section 5.13.

Non-Competition. In furtherance Your employment with the Company is on an exclusive and full-time basis, and while you are employed by the Company, you shall not engage in any other business activity which is in conflict with your duties and obligations (including your commitment of time) to the Company. At all times during the Contract Period and, solely in order to retain any shares of Class B Common Stock received by you as a result of the Merger and vesting of any Company equity awards within twelve (12) months of the transactions contemplated herebytermination of your employment with the Company for any reason other than due to a Termination Upon Contract Expiration, GPC covenants and agrees thatfor twelve (12) months following such termination, from and after the Closing Date until the date that is three years after the Closing Dateyou shall not directly or indirectly engage in or participate as an owner, it shall notpartner, and shall cause its Subsidiaries not toholder or beneficiary of stock, stock options or other equity interest, officer, employee, director, manager, partner or agent of, or consultant for, any business competitive with any business of New Paramount without the prior written consent of RMT Parent, directly New Paramount. This provision shall not limit your right to own and have options or indirectly, engage in other rights to purchase not more than one percent (1%) of any of the debt or equity securities of any business organization that directly competes is then filing reports with the SpinCo Business Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as it exists on the date hereof (a “Competitive Business”) amended. Nothing in the United States foregoing or Canada in a manner that is material paragraph 2 shall prevent you from participating in the activities set forth on Appendix A, so long as you comply with the process outlined in and receive the approvals necessary per the Company’s business code of conduct statement and conflict of interest policy, and so long as such activities do not (individually or in the aggregate) materially interfere or conflict with the performance of your duties to the SpinCo BusinessCompany. Notwithstanding For the foregoingavoidance of doubt, nothing herein shall prohibit (i) GPC or you will not be given permission to serve on any GPC Entity from (A) engaging board where such service provides a conflict of interest to the Company, including in the businesses conducted terms of time. At all times while you are employed by the GPC Entities (excluding Company, your work for the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCCompany must remain your first professional priority.

Non-Competition. In furtherance You acknowledge and agree that that the Company is engaged in a highly competitive and global business, and that by virtue of the Merger senior executive position you held with the Company, and your knowledge of and access to trade secrets and other confidential information belonging to the transactions contemplated herebyCompany, GPC covenants engaging in a business which is directly competitive with the Company will cause it great and agrees irreparable harm. Accordingly, and in consideration for the substantial payments to be made to you under this Agreement, you agree that, from and after except with prior written permission of the Closing Date until the date that is three years after the Closing DateCompany, it you shall not, during the Notice Period and shall cause its Subsidiaries not to, without for a period of one (1) year following the prior written consent of RMT ParentDeparture Date, directly or indirectlyindirectly (individually or on behalf of other persons) own, manage, operate, engage in, or control, or be employed in any business that directly competes a capacity similar to the positions you held with the SpinCo Business as it exists on Company, or render consulting or other services to, any person, firm or corporation engaged in the date hereof (a “Competitive Business”) insurance or reinsurance business or any other business in which the Company is, or has announced an intention to become, engaged in at any time during your employment with the Company. In recognition of the global nature of the Company’s business which includes the sale of its products and services globally, this restriction shall apply in Bermuda, Zurich, Switzerland and throughout the United States or Canada of America. Nothing contained in a manner that is material this Section 9 shall be deemed to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit you from (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) acquiring, solely as of the date hereofa passive investment, (B) owning no more than 5% in of the aggregate total outstanding securities of any class publicly-held corporation except with prior written permission of capital stock or other equity interest the Company. You acknowledge and agree that, in light of the substantial payments being made to you pursuant to this Agreement, strict compliance with this Section 10 will not interfere with your livelihood. In the event of a breach by you of this Section 9, you agree that (i) any Person engaged in a Competitive Businesspayments otherwise due to you under this Agreement which have not yet been paid will be forfeited, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that the Company shall have the right to demand and you shall have the obligation to pay back to the Company a pro-rata portion of the sums already paid to you under this Agreement as set forth in Section 5(a) hereof (where such pro-rata portion is not its Affiliate in any merger determined by multiplying the sums already paid to you by a fraction where the numerator is the number of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC days remaining on the one year restriction set forth above at the time of such breach and a Person that the denominator is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPC365).

Non-Competition. In furtherance of (a) During the Merger Term and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until for a Twenty-four (24) month period following the date that the employment of Employee by the Company or any of its affiliates has ended (whether or not such employment is three years after the Closing Datepursuant to this Agreement), it shall Employee will not, and shall cause its Subsidiaries not to, without unless acting pursuant hereto or with the prior written consent of RMT Parentthe Board of Directors of the Company, directly or indirectly, engage own, manage, operate, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, partner, principal or otherwise with any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in or enterprise engaged within any portion of the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted internet telephony business or in any other business in which the Company was engaged at the date of termination of Employee's employment by the GPC Entities (excluding Company or at any time for one year after termination of employment with the SpinCo Business) as Company. It is recognized by Employee that the business of the date hereofCompany and Employee's connection therewith is or will be involved in internet site and internet telephony activity throughout the United States, and that more limited geographical limitations on this non-competition covenant and the non- solicitation covenant set forth in Section 6 hereof are therefore not appropriate. (Bb) owning no The foregoing restrictions shall not be construed to prohibit the ownership by Employee of not more than five percent (5% in the aggregate %) of any class of capital stock or other equity interest securities of any Person corporation which is engaged in any of the foregoing businesses, provided that such ownership represents a Competitive Businesspassive investment and that neither Employee nor any group of persons including Employee in any way, (C) acquiring and operating either directly or indirectly, manages or exercises control of any Person that operates a diversified business that did not derive more than 15% such corporation, guarantees any of its total revenue from Competitive Businesses financial obligations, otherwise takes any part in its most recently completed fiscal year business, other than exercising his rights as a security owner, or seeks to do any of the foregoing. (Dc) performing their obligations under In the Transaction Documentsevent that Employee is terminated Without Cause by the Company pursuant to Section 8.4 and Employee desires to be engaged by a company (the "Prospective Employer") in violation of the covenants set forth in Section 5(a) above, (iiEmployee may request a waiver of Section 5(a) GPC from engaging with any Person that is not its Affiliate in any merger of GPCand Section 5(b) above and such waiver shall be granted by the Company. Cirilium Holdings, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPC.Inc. EEA 6

Non-Competition. In furtherance view of the fact that any activity of Shareholder in violation of the terms hereof would deprive Parent, Surviving Corporation and their affiliates (as defined below) of the benefit of the bargain under the Merger Agreement, as a material inducement to and a condition precedent of Parent's obligations thereunder, and to preserve the transactions contemplated herebygoodwill associated with Surviving Corporation's business, GPC covenants Shareholder hereby agrees to the following restrictions on his activities: Shareholder hereby agrees that during the period commencing on the date hereof and agrees that, from and ending 18 months after the Closing Date until the date that is three years after the Closing Datehereof, it shall he will not, and shall cause its Subsidiaries not to, without the prior express written consent of RMT Parent, directly or indirectly, anywhere in the United States, engage in any business that directly competes activity which is, or participate or invest in, provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person (as defined below) other than Parent or Surviving Corporation (or any affiliate of Parent or Surviving Corporation), whose business, activities, products or services are competitive with the SpinCo Business as it exists on the date hereof conducted by Parent or Company (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Businessaffiliate of Parent or Company) as of the date hereof. Without implied limitation, (B) owning no more than 5% the foregoing covenant shall include soliciting, for or on behalf of Shareholder or any such competitor, any client of Surviving Corporation, and diverting to any person any client or business opportunity of Surviving Corporation. The parties intend that the covenant contained in the aggregate preceding portion of this paragraph shall be construed as a series of separate covenants, one for each of the separate geographical areas to which this Agreement applies. Except for the geographic coverage, the terms of each such covenant shall be deemed identical to the terms of the covenant described above. Shareholder hereby agrees that during the period commencing on the date hereof and ending 18 months after the date hereof, he will not, without the express written consent of Parent, directly or indirectly, anywhere in the United States, solicit for employment, for or on behalf of himself or any class such competitor, any officer or employee of capital stock Surviving Corporation, or other equity encourage, for or on behalf of himself or any such competitor, any such officer or employee to terminate his or her relationship or employment with Surviving Corporation. Notwithstanding anything herein to the contrary, Shareholder may retain, but not increase, his ownership interest of any Person engaged in a Competitive BusinessJust In Time Solutions, (C) acquiring Inc. and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate make passive investments in any merger enterprise, the shares of GPCwhich are publicly traded, any tender offer for GPC’s publicly traded securities if such investment constitutes less than five (5) percent of the equity of such enterprise, and Shareholder may purchase shares of Parent's common stock without limitation hereunder. As of the date of this Agreement, Shareholder has no business interests in or any relating to the Business whatsoever other similar business combination involving GPC than his interest in Company, and other than his interest as a Person that is not its Affiliate or shareholder of Just In Time Solutions, Inc. and interests in public companies of less than five (iii5) transactions between or among two or more wholly-owned Subsidiaries of GPCpercent.

Non-Competition. In furtherance Consultant agrees that during the term of this Agreement and provided he is receiving payment hereunder, he will not directly or indirectly enter into or remain in the employ of any person, firm or corporation, or engage in or have a financial interest in any business which is then directly or indirectly competitive to the business of the Merger Company or is then manufacturing any article or product or performing any service which is the same as, or similar to, any articles or products manufactured, or service performed by the Company. In the event of a breach of this covenant not to compete, the parties acknowledge that the Company may be irreparably damaged and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it shall not, and shall cause its Subsidiaries may not tohave an adequate remedy at law. The Company may therefore obtain injunctive relief, without the prior written consent necessity of RMT Parentposting a bond, directly for any breach or indirectly, engage in any business threatened breach of this covenant. The parties hereto further acknowledge that directly competes this covenant not to compete is intended to conform with the SpinCo Business laws of the State of New York. Any court of competent jurisdiction is hereby authorized to expend or contract the restrictions of this covenant not to compete in order to conform with the laws of New York so that it shall bind the parties hereto. Consultant further agrees that he will not use the name "Ripe Touch Greenhouses" or any variation thereof, or otherwise allow any person to use such name or permit any member of his family to use such name, or authorize the use of such name as it exists on the date hereof (a “Competitive Business”) or in the United States name of any corporation, partnership, firm or Canada venture which manufactures any article, product, special process or performs any service which is the same as, or similar or in a manner that is material to competition with any article, product, special process or service manufactured or performed by the SpinCo BusinessCompany, or as in the name of any such article or product. Notwithstanding the foregoingHowever, nothing herein contained in this paragraph shall prohibit be construed as preventing Consultant from investing his assets in such form or manner as will not require him to become an officer, director or employee of, or render any services (iincluding consulting services) GPC or to, any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as competitor of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCCompany.

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from From and after the Closing Date until date hereof, the date that is three years after the Closing Date, it shall Executive will not, and except pursuant to the terms hereof, directly or indirectly, own, manage, operate, join, finance, control or participate in the ownership, management, operation, financing or control of, or be employed or be otherwise connected in any manner with, any business under a name similar to the name of the Company or any direct or indirect subsidiary thereof. During the Non-competition Period, the Executive will not (except as an officer, director, employee, agent or consultant of the Company or its direct or indirect subsidiaries) directly or indirectly, own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation, financing or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which the Company or its direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time during the one year immediately preceding the termination of the Employment Period or (ii) any business which is similar to or competitive with the business carried on or planned by the Company or its direct or indirect subsidiaries at any time during the one year immediately preceding the termination of the Employment Period, unless the Executive shall cause its Subsidiaries not to, without have obtained the prior written consent of RMT Parentthe Board, provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than two percent (2%) of any class of securities of any corporation which is engaged in any of the foregoing businesses, having a class of securities registered pursuant to Sections 12(b) or 12(g) of the 1934 Act, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, engage manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a stockholder, or seeks to do any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding of the foregoing. For purposes of this Agreement, nothing herein the Noncompetition Period shall prohibit mean (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereofEmployment Period, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that the lesser of one year following termination of the Employment Period or the remaining term of the Employment Term if Executive's employment is not its Affiliate terminated by the Company for Cause or by the Executive for other than Good Reason. Notwithstanding anything hereinabove contained to the contrary, Executive shall be relieved of the provisions of this Section 8 and Section 9 solely upon expiration of the Employment Term or in any merger the event of GPC, any tender offer termination of the Employment Period by the Executive for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCGood Reason.

Non-Competition. In furtherance You acknowledge that you have received from the Company valuable information, and that your services were of a special character which had unique value to the Company, the loss of which will not be readily calculable. Given the unique value of your services, and in light of the Merger consideration provided pursuant to this Agreement, you covenant and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three agree as follows: a. For a period of two (2) years after the Closing your Retirement Date, it you shall not, and shall cause its Subsidiaries not todirectly or indirectly, without the prior written consent of RMT Parentthe Company (not to be unreasonably withheld), provide services to or engage in any other activities (whether as an owner, principal, agent, employer, director, officer, employee, partner, consultant or otherwise) for any company, business or other person engaged in operations or businesses that are the same as or substantially similar to, or are otherwise competitive with, those engaged in by the Company, its subsidiaries, or affiliates as of the Retirement Date; provided that the foregoing shall not prohibit (i) your passive ownership of no more than 5% of any class of securities of a publicly traded company, (ii) your providing such services to or engaging in such activities for any such company, business or other person to the extent such company, business or other person has annual coal production of less than five million tons or (iii) your providing such services to or engaging in such activities for any such company, business or other person in any State in which the Company and its subsidiaries and affiliates do not conduct business as of your Retirement Date. b. For a period of two (2) years after your Retirement Date, you shall not, directly or indirectly, engage in (1) offer employment to, recruit, hire or cause to be hired any business that directly competes officer or supervisory personnel of the Company or any of its affiliates or subsidiaries (or any individual who ceased to be such an officer or supervisor as a result of your violation of this paragraph) or (2) solicit, induce or encourage any such individual to terminate his or her employment with the SpinCo Business Company or any of its subsidiaries or affiliates (whether or not for purposes of obtaining such individual’s services); provided that it shall not be a violation of the foregoing for (i) you or your subsequent employers to make general advertisements that are not targeted at such individuals or (ii) you to serve, upon request, as it exists on an employment reference for any such individual with regard to a entity or person with which you are not affiliated. c. You shall not make any statement, whether written or oral, that criticizes or disparages the Company or its subsidiaries or affiliates, their past or present employees, officers, directors, representatives and agents, their respective operations or businesses or otherwise make any such statements that tend to portray any of the foregoing in an unfavorable light; provided that the foregoing shall not be violated by (i) your rebutting factually inaccurate statements made about you or (ii) your making statements regarding actions or events that occurred more than five years prior to the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Businesshereof. Notwithstanding the foregoing, nothing herein in this Agreement shall prohibit (i) GPC be interpreted to limit your rights to confer with counsel or to provide truthful testimony pursuant to subpoena, notice of deposition or as otherwise required by law. This provision is in addition to, and not in lieu of, the substantive protections under applicable law relating to defamation, libel, slander, interference with contractual or business relationships, or other statutory, contractual, or tort theories. d. You agree that a breach of any GPC Entity from (A) engaging of the covenants set forth in sections 5 and 6 of this Agreement, or their subparts, would result in irreparable injury and damage to the Company, for which it would have no adequate remedy at law. Additionally, you agree that in the businesses conducted by event of such a breach, the GPC Entities (excluding Company shall be entitled to injunctive relief without waiver of or prejudice to any other legal or equitable remedies that may be available to the SpinCo Business) as Company. e. You have read and considered the provisions of sections 5 and 6 hereof, and their subparts, and agree that the restrictions set forth are fair and reasonable and are reasonably required for the protection of the date interests of the Company, its officers, directors, and other employees. You agree to comply with each such provision in accordance with its terms, and you agree that you shall not, and hereby agree to waive and release any right or claim to, challenge the reasonableness, validity or enforceability of any of such provision. f. If any of the provisions of sections 5 and 6 hereof, (B) owning no more than 5% or their subparts, shall be held by a court to be invalid or unenforceable in regard to geography, time period or scope of activity prohibited, the parties agree that the restrictions on geography, time period, or scope of activities shall be modified to become the maximum restriction on geography, time period or scope of activities that such court deems reasonable and enforceable. g. You agree that any action brought to enforce or to test the enforceability of any provision of this Agreement shall be brought in either the United States District Court for the Eastern District of Virginia, Richmond Division, or the Circuit Court of Henrico County, Virginia. You hereby voluntarily consent to personal jurisdiction in the aggregate Commonwealth of Virginia and waive any class right you may otherwise have to contest the assertion of capital stock or other equity interest of any Person engaged jurisdiction over you in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCVirginia.

Non-Competition. In furtherance (a) For the period beginning on the Closing Date and ending five (5) years thereafter, without Buyer's prior written consent, Seller shall refrain from, alone or in conjunction with any other Person, directly or indirectly engaging in (other than through the ownership of two percent (2%) or less of any class of securities registered under the Exchange Act, other than Buyer), or otherwise knowingly assisting any Person in engaging throughout the entire United States as well as anywhere in the world outside the United States where the Buyer or any subsidiary of the Merger and Buyer conducts business (collectively, the transactions contemplated hereby"Territory"), GPC covenants and agrees thatin the design, testing, marketing, sale or licensing of any product or service competing with the ViaSeal Access Control Business as conducted by Seller as of prior to the Closing Date and/or as shall be conducted, or intended to be conducted, by Buyer after the Closing Date; provided, however, that this Section 9.2 shall not apply to Seller's continuing operations in the Secured Content Business from and after the Closing Date until or Seller's activities involving the date that is three years after ViaSeal Software (and its associated documentation) permitted under and in accordance with the Closing DateLicense Agreement, it neither of which activities shall notconstitute a breach of this Section 9.2. For purposes hereof, the "Secured Content Business" means the business relating to the secured electronic distribution of entertainment-directed audio, video, photographic and gaming digital content conveyed via cable, over the air, satellite, Internet, cellular or other transmission media. (b) The covenants contained in the preceding paragraphs shall cause its Subsidiaries not tobe construed as a series of separate covenants, without one for each county, city, state, or any similar subdivision in the prior written consent of RMT ParentTerritory. Except for geographic coverage, directly or indirectlyeach such separate covenant shall be deemed identical in terms to the covenant contained in the preceding paragraphs. If, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof judicial proceeding, a court refuses to enforce any of such separate covenants (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity part thereof), then such unenforceable covenant (or such part) shall be eliminated from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPC.this Section

Non-Competition. In furtherance To the full extent permitted by applicable law and in light of the Merger and the transactions contemplated herebyadditional consideration provided in this Agreement, GPC covenants and Executive agrees that, from and that for a period of 12 months after the Closing Date until the date that is three years after the Closing Separation Date, it shall Executive will not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by or under contract with (including as a director, advisor, or consultant), lend Executive’s name or any similar name to, lend Executive’s credit to or render services or advice to, or plan or prepare to do any of the foregoing with any business that directly competes organization or entity whose products or activities compete or intend to compete with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) Company in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted on food products produced by the GPC Entities Company (excluding “Competing Company”) on the SpinCo BusinessSeparation Date; provided, however, that Executive may purchase or otherwise acquire up to (but not more than) as of the date hereof, five percent (B5%) owning no more than 5% in the aggregate of any class of capital stock or other equity interest securities of any Person engaged entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national or regional securities exchange or have been registered under §12(g) of the Securities Exchange Act of 1934, as amended. For purpose of this Agreement, a Competitive Business, (C) acquiring and operating any Person that operates business entity or organization shall be a diversified business that did not derive Competing Company only if more than 15% ten percent (10%) of its total revenue aggregate gross revenues and more than ten percent (10%) of its aggregate net income are derived from Competitive Businesses products or activities which compete or intend to compete with the Company’s food products in its most recently completed fiscal year the United States and Canada. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this paragraph to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities territory or any other similar business combination involving GPC restriction contained in this paragraph is an unenforceable restriction against Executive, the provisions of this paragraph shall not be rendered void, but shall be deemed amended to apply as to such maximum time and a Person territory and to such other maximum extent as such court may judicially determine or indicate to be enforceable. This Section 6 supersedes any covenant not to compete set forth in any prior agreement entered into between the Executive and the Company, including without limitation that is not its Affiliate or (iii) transactions between or among two or more whollycertain Restricted Stock Unit Award Agreement, dated February 15, 2012, and that certain Cash-owned Subsidiaries of GPCBased Long-Term Incentive Compensation Award Agreement, dated February 15, 2012.

Non-Competition. In furtherance (a) From the date hereof while employed by a Company Entity and for a period following the date Executive ceases to be employed by any Company Entity (the “Restricted Period”), irrespective of the Merger cause, manner or time of any termination, Executive shall not use his status or former status with any Company Entity or any of its Affiliates (and in the case of former status, for the direct or indirect benefit of any Competitor) to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship or prior relationship to the Company. (b) During the Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or in any way injuring the interests of the Company and the transactions contemplated herebyCompany shall not make or authorize any Person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, GPC covenants and agrees that, subject to Section 5.2, nothing herein shall preclude the Company or Executive from and after 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 Closing Date until Company from disclosing the date fact of any termination of Executive’s employment or the circumstances for such a termination. For purposes of this Section 5.1, the term “Competitor” means any enterprise or business that is three years after engaged or plans to engage in, at any time during the Closing DateRestricted Period, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in any business activity that directly competes with the SpinCo Business as it exists on businesses conducted during or at the date hereof (a “Competitive Business”) in termination of Executive’s employment, or planned or proposed to be conducted at any time during the United States or Canada Restricted Period, by the Company in a manner that is or would be material in relation to the SpinCo Businessbusinesses of the Company or the prospects for the businesses of the Company (in each case, within 100 miles of any geographical area where the Company manufactures, produces, sells, leases, rents, licenses or other provides its products or services). Notwithstanding During the foregoingRestricted Period, nothing herein Executive, without prior express written approval by the Board, shall prohibit (i) GPC or any GPC Entity from not (A) engaging engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the businesses conducted by the GPC Entities (excluding the SpinCo Business) management, operation or control of a Competitor, whether as of the date hereofan employee, officer, director, partner, consultant, agent, advisor, or otherwise or (B) owning no more 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 during the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company's businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the foregoing sentence shall operate throughout the entire geographic territory for which Executive performed duties for the Company or acted on behalf of the Company during Executive’s employment, the United States and any other country in the world in which the Company operated or operates during the Restricted Period (subject to the definition of “Competitor”). (c) During the Restricted Period, Executive, without express prior written approval from the Board, shall not solicit any members or the then-current suppliers, clients or customers of the Company for any existing business of the Company or discuss with any employee of the Company information or operations of any business intended to compete with the Company. (d) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or solicit or induce any Person who is an employee of the Company to terminate any relationship such Person may have with the Company, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any Person with which Executive may be Affiliated, to engage, employ or compensate, any employee of the Company. (e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided, however, that ownership of less than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates publicly held company shall not be deemed a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCProprietary Interest.

Non-Competition. In furtherance The Executive agrees that during the term of this agreement and for a period of one (1) year thereafter, the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it Executive shall not, and shall cause its Subsidiaries not to, without unless acting pursuant hereto or with the prior written consent of RMT Parentthe Board of Directors of the Company, directly or indirectly: (a) solicit business from or perform services for, engage any persons, company or other entity which at any time during the Executive's employment by the Company is a client, customer of the Company or prospective customer of Company if such business or services are of the same general character as those engaged in or performed by the Company (as used herein, the term “prospective customer” shall mean any persons, company or other entity with which the Company had conducted sales or marketing activities within the prior six (6) months); (b) solicit for employment or in any other fashion hire any of the Executives of the Company; (c) own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, Executive, partner, principal, agent, representative, consultant or otherwise with any business that directly competes with or enterprise engaged in the SpinCo Business as it exists on business of designing, developing, and implementing software products designed for airport and baggage handling security screening (the date hereof (a “Competitive Business”); (d) use or permit his name to be used in connection with, any business or enterprise engaged in the United States or Canada in a manner that is material to Business; or (e) use the SpinCo Business. Notwithstanding name of the foregoing, nothing herein shall prohibit (i) GPC Company or any GPC Entity from (A) engaging name similar thereto, but nothing in this clause shall be deemed, by implication, to authorize or permit use of such name after expiration of such period; provided, however, that this provision shall not be-construed to prohibit the businesses conducted ownership by the GPC Entities (excluding the SpinCo Business) as Executive of the date hereof, (B) owning no not more than 5% in the aggregate of any class of capital stock or other the outstanding equity interest securities of any Person corporation which is engaged in any of the foregoing businesses having a Competitive Businessclass of securities registered pursuant to the Securities Exchange Act of 1934. In the event that the provisions of this Section should ever be adjudicated to exceed the time, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year geographic, service or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate product limitations permitted by applicable law in any merger of GPCjurisdiction, any tender offer for GPC’s publicly traded securities then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCproduct limitations permitted by applicable law.

Non-Competition. In furtherance 11.1 The Employee agrees that during his employment with the Company and following the termination of his employment with the Merger and the transactions contemplated herebyCompany for any or no reason, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it he shall not, directly or indirectly, within Canada, the United States of America and shall cause its Subsidiaries not tothe countries comprising the European Economic Union, for a period of twelve (12) months from the date of such termination (without the prior written consent of RMT Parentthe Company) either individually or in partnership, directly or indirectlyin conjunction with any person or persons, engage firm, association, syndicate, company or corporation as principal, agent, director, officer, employee, contractor, consultant, investor or in any other manner whatsoever carry on or be engaged in, be employed by, or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by any person or persons, firm, association, syndicate, company or Chemokine Therapeutics (BC) Corp. employee/employment contract 11 corporation, engaged in or concerned with any business that directly competes is engaged in the field of research and development in which Chemokine is involved. 11.2 The Employee acknowledges that a breach by the Employee of any of the covenants contained in section 1.4(d) and section 11 herein shall result in damages to the Company and that the Company could not be adequately compensated for such damages by a monetary award. Accordingly, in the event of any such breach, in addition to all other remedies available to the Company at law or in equity, the Company shall be entitled as a matter of right to apply to a Court of competent jurisdiction for such relief by way of restraining order, temporary or permanent injunction, decree or otherwise, as may be appropriate to ensure compliance with the SpinCo Business as it exists provisions of this Agreement. 11.3 The Employee agrees that all documents, copies, records and other materials made or received by the Employee and which are in his possession or under his control that pertain to the business and affairs of the Company are the property of the Company and shall be returned to the Company by the Employee forthwith upon the termination of this Agreement or at any time during the term hereof immediately upon the request of the Company. 11.4 The Employee hereby agrees that all restrictions in this Agreement are reasonable and valid and all defences to the strict enforcement thereof by the Company are hereby waived by the Employee. The Employee acknowledges that the restrictions contained in this Agreement are reasonable in time, scope and geographic restraints, and do not unreasonably restrict the Employee’s ability to obtain other employment or restrain Employee’s trade. Employee agrees that these covenants are necessary to protect Company’s Confidential Information, and Company’s legitimate business interests (including, without limitation, the confidentiality of Company’s business information, goodwill and other legitimate interests), in view of Employee’s key role with Company, and the extent of confidential and proprietary information about the entire Company to which Employee has information. Company and Employee agree that the provisions of this Agreement do not impose an undue hardship on Employee and are not injurious to the date hereof (a “Competitive Business”) in public; that they are necessary to protect the United States or Canada in a manner business of Company and its affiliates and clients; that the nature of Employee’s responsibilities with Company provide and/or have provided Employee with access to Confidential Information that is material valuable and confidential to Company; that Company would not employ or continue to employ Employee if Employee did not agree to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as provisions of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person this Agreement; that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses this Agreement is reasonable in its most recently completed fiscal year or (D) performing their obligations under terms and that consideration supports the Transaction Documentsrestrictive covenants, (ii) GPC from engaging with any Person that is including new consideration of a cash payment of $500, which was not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCotherwise owed.

Non-Competition. In furtherance Provided that this Agreement has not been breached by the Corporation, the Employee agrees that he shall not at any time prior to one (1) year after the earlier to occur of (i) the expiration of the Merger Term hereunder and (ii) the transactions contemplated herebytermination of his employment with the Corporation, GPC covenants and own, manage, operate, be a director or an employee of, or a consultant to any business or corporation which is conducting any business within the generic drug industry or which competes with or conducts the same business as or similar to that conducted by the Corporation in the United States. The Employee further agrees that, from and after provided this Agreement has not been breached by the Closing Date until the date that is three years after the Closing DateCorporation, it he shall not, and shall cause its Subsidiaries not to, without at any time prior to one (1) year after the prior written consent earlier to occur of RMT Parent, directly or indirectly, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as expiration of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring Term hereunder and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging the termination of his employment with the Corporation, assist or allow any Person such business or corporation to hire anyone who was employed by the Corporation at such time or at any time during the preceding twelve months. If any of the provisions of this section, or any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not its Affiliate bar or in any merger way affect the Corporation's right to the relief provided for herein in the courts of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC jurisdictions as to breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCindependent covenants.

Non-Competition. In furtherance Provided that this Agreement has not been breached by the Corporation, the Employee agrees that he shall not at any time prior to two years after the earlier to occur of (i) the expiration of the Merger Term hereunder and (ii) the transactions contemplated herebytermination of his employment with the Corporation, GPC covenants and own, manage, operate, be a director or an employee of, or a consultant to any business or corporation which is conducting any business within the generic drug industry or which competes with or conducts the same business as or similar to that conducted by the Corporation in the United States. The Employee further agrees that, from and after provided this Agreement has not been breached by the Closing Date until the date that is three Corporation, he shall not, at any time prior to two years after the Closing Date, it shall not, and shall cause its Subsidiaries not to, without the prior written consent earlier to occur of RMT Parent, directly or indirectly, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as expiration of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring Term hereunder and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging the termination of his employment with the Corporation, assist or allow any Person such business or corporation to hire anyone who was employed by the Corporation at such time or at any time during the preceding twelve months. If any of the provisions of this section, or 10 11 any part thereof, is hereinafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or provisions, which shall be given full effect, without regard to the invalid portions. If any of the provisions of this section, or any part thereof, is held to be unenforceable because of the duration of such provision, the area covered thereby or the type of conduct restricted therein, the parties agree that the court making such determination shall have the power to modify the duration, geographic area and/or other terms of such provision and, as so modified, said provision shall then be enforceable. In the event that the courts of any one or more jurisdictions shall hold such provisions wholly or partially unenforceable by reason of the scope thereof or otherwise, it is the intention of the parties hereto that such determination not its Affiliate bar or in any merger way affect the Corporation's right to the relief provided for herein in the courts of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC jurisdictions as to breaches or threatened breaches of such provisions in such other jurisdictions, the above provisions as they relate to each jurisdiction being, for this purpose, severable into diverse and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCindependent covenants.

Non-Competition. In furtherance (i) For a period of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three four years after the Closing DateClosing, it shall notneither the Seller nor any of its Affiliates that are business entities shall, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, or be associated in any manner connected with, lend the Seller's credit to, or render services to, any business or activity that is engaged, in whole or in part, in the design, development, license and shall cause supply of intellectual property necessary for the manufacture, have-manufacture and sale of integrated circuits and related systems and software that is currently engaged in by the Group or the sale of integrated circuits and related systems and software that utilizes such intellectual property (the "Competing Activity") except that the Seller may engage in the Permitted Activities and Permitted Framer Activities to the extent and on the terms set forth in the License Agreement. Neither the Seller nor any of its Subsidiaries not toAffiliates that are business entities will, without the prior written consent of RMT Parentthe Buyer, own an interest in, manage, operate, join, control or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any Person that is engaged in the Competing Activity. For the purposes of this Section 4.08, the term "Affiliate" shall not include companies of which members of the board of directors on the date hereof are also members of the board of directors of the Seller on the date hereof. (ii) Nothing herein shall prohibit the Seller from being acquired (in whole or in part) by merger or otherwise, by another business entity that is engaged in the Competing Activity; provided that the acquiring company shall not utilize the DSL Technology for any purpose whatsoever. (b) As a separate and independent covenant, the Seller agrees with the Buyer that, for a period of four years following the Closing, the Seller shall not, without the Buyer's consent, which consent may be given or withheld by the Buyer in its sole discretion, (i) employ, or otherwise engage as an employee, consultant, advisor, independent contractor, or otherwise, any Group Employees or solicit, cause or encourage, directly or indirectly, engage in any business that directly competes with Group Employees to leave the SpinCo Business as it exists on employ of the date hereof (a “Competitive Business”) in Group or the United States Buyer or Canada in a manner that is material to violate the SpinCo Business. Notwithstanding the foregoingterms of their contracts, nothing herein shall prohibit (i) GPC or any GPC Entity from employment arrangements, or cause or encourage any Person (Aincluding the Seller itself) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as to enter into any employment, consulting, advisory or other similar arrangement with any of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring Group Employees and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with neither the Seller, its Affiliates, nor any Person that is not its Affiliate of their employees, contractors, agents or other representatives, will induce, directly or indirectly, any Group Employee to take any action which in any merger way, directly or indirectly, interferes with, causes harm or damage to, or in any way disadvantages the Buyer, the Group Activity or the Group. (c) The Seller acknowledges that this Section 4.08 constitutes an independent covenant and shall not be affected by performance or nonperformance of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries provision of GPC.this

Non-Competition. In furtherance of For the Merger period commencing on the Effective Date and the transactions contemplated herebycontinuing until December 31, GPC covenants and agrees that2009, from and after the Closing Date until the date that is three years after the Closing Date, it you shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage whether as an officer, director, employee, consultant, owner, investor, partner, associate, employee, stockholder or otherwise, be engaged in or have any financial interest in or affiliation with, or render any services to or for any person, business, firm, partnership, limited partnership, limited liability partnership, limited liability company, corporation or other entity which is either directly, indirectly or through an affiliated or related entity, engaged in the business in any business that directly competes with the SpinCo Business as it exists on the date hereof Competing Area (a “Competitive Business”) of providing business process and information technology outsourcing solutions to commercial and government clients or any similar business. For purposes of this Agreement, “Competing Area” shall mean any city, locality or region of the United States, or any other place in the United States world, where the Company or Canada in a manner that is material any of its subsidiaries or affiliates had operations during the six (6) month period prior to the SpinCo BusinessEffective Date, or in which, during the six (6) month period prior to the Effective Date, the Company or any of its subsidiaries or affiliates had made substantial plans with the intention of establishing operations in such city, locality or region. Notwithstanding anything to the foregoingcontrary contained herein, nothing herein shall prohibit (i) GPC the “beneficial ownership” by you, either individually or any GPC Entity from (A) engaging as a member of a “group,” as such terms are used in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as Rule 13d of the date hereofGeneral Rules and Regulations under the Securities Exchange Act of 1934, (B) owning no as amended, of not more than 5% in three percent (3%) of the aggregate voting stock of any class publicly held corporation shall not alone constitute a violation of capital stock this Agreement, and (ii) your investment, participation, consulting, employment or directorship in a private equity fund or other equity interest of any Person engaged business enterprise involving venture capital which makes, may make or has made investments in a Competitive BusinessBusiness shall not constitute a violation of this Agreement, (C) acquiring provided that you are not engaged, and operating any Person do not participate in, such Competitive Business as an employee, officer, consultant or director thereof or otherwise. You expressly understand and agree that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses you are receiving adequate and sufficient consideration in its most recently completed fiscal year or (D) performing their obligations under exchange for your agreeing to the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate restrictions set forth in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCthis paragraph 6(b).

Non-Competition. In furtherance Seller hereby agrees, for itself and its --------------- Affiliates that neither it nor any of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT ParentAffiliates shall, directly or indirectly, engage in any business that directly competes with indirectly during the SpinCo Business as it exists period of time commencing on the date hereof and continuing until five (5) years from the Closing Date (the "Non-Compete ----------- Period"), whether alone or together in association with others, and whether as a “Competitive Business”) ------ principal, agent, owner, shareholder, officer, director, partner, member, manager, operator, employee, proprietor, investor, independent contractor, licensor, licensee, co- venturer, consultant, or in any other capacity whatsoever, engage in the United States Business or Canada invest in, or have a financial interest in, or be in a manner that is material to the SpinCo Business. Notwithstanding the foregoingany way affiliated with, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive the Business, (C) acquiring anywhere in the world. Seller agrees with Buyer that the geographic scope of this covenant not to compete is the result of arm's length bargaining and operating any Person is fair and reasonable in light of the nature of the operations of the Business and the fact that operates some or all facets of the Business have competed with competitors throughout the world. The parties intend that the covenant contained in this Article 6 shall be --------- construed as a diversified business that did covenant not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person to compete that is not its Affiliate enforceable under applicable law. If in any merger judicial proceeding a court of GPCcompetent jurisdiction shall refuse to enforce the foregoing covenant not to compete according to its terms, any tender offer for GPC’s publicly traded securities the parties shall negotiate in good faith to modify or any other similar business combination involving GPC and limit the scope of this covenant in a Person manner they believe, after consultation with their respective counsel, will result in the covenant being enforced in the pending judicial proceeding, it being the intent of this provision that is Buyer shall at all times have the benefit of the foregoing covenant not its Affiliate to compete, except to the extent as may be required to be limited or (iii) transactions between modified by applicable law or among two a judgment of a court or more wholly-owned Subsidiaries of GPCcompetent jurisdiction.

Non-Competition. In furtherance (a) Purchaser, Parent, and Seller agree that for a period of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three (3) years after the Closing Date(the “Restricted Period”), it shall not, and shall cause its Subsidiaries not to, without neither Seller nor any Person that is at the prior written consent time in question a direct or indirect subsidiary of RMT ParentITT (the “Restricted Parties”) shall, directly or indirectly, engage compete with the Business (as conducted as of the Closing Date), or own an interest in, manage, operate, join, control or participate in the ownership, management, operation or control of, or act as a director, officer, employee, partner or consultant with, any profit or non-profit business that directly or organization, which competes with the SpinCo Business (as it exists on conducted as of the date hereof (a “Competitive Business”Closing Date) anywhere in the United States world; provided, that ownership of less than five percent (5%) of the outstanding stock of any publicly traded entity shall not be deemed to violate the foregoing restriction set forth in this Section 5.6(a). The time period during which the restrictions set forth in this Section 5.6(a) apply shall be extended by the length of time during which the Seller, or Canada any controlled Associate of the Seller, violates these restrictions in a manner that is material to the SpinCo Businessany respect. Notwithstanding the foregoing, nothing herein in this Section 5.6(a) shall prohibit (i) GPC or any GPC Entity from restrict (A) engaging in the businesses conducted purchasing by the GPC Entities Seller or any of its Associates of products from a competitor of the Business as a component part to be incorporated into a product manufactured or sold by Seller or such Associate or (excluding B) the SpinCo Business) manufacture and sale by or on behalf of any Associate of any product that as of the date hereof, (B) owning no more than 5% in the aggregate of any class this Agreement is being manufactured and sold by or on behalf of capital stock such Associate or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating the acquisition by an Associate of any Person company or business (an “Acquired Business”) whose operations would contravene this Section 5.6(a) (the “Competing Operations”); provided, that operates a diversified business that did not derive more (a) the Competing Operations represent less than 15% twenty percent (20%) of its the total revenue from Competitive Businesses in its most recently completed fiscal year annual sales of such Acquired Business, or (Db) performing their obligations under such Associate divests such Competing Business (at least to the Transaction Documentsextent necessary to that it represents less than twenty percent (20%) of the total annual sales of such Acquired Business) included within the Acquired Business within one (1) year after the acquisition of such Acquired Business. (b) During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, none of the Restricted Parties shall, directly or indirectly, (i) recruit, offer employment, employ or engage as a consultant any employee of the Purchaser or its Associates who was an employee of the Seller immediately prior to the Closing or (ii) GPC from engaging solicit, knowingly persuade or induce any employee of the Purchaser or its Associates who was an employee of the Seller immediately prior to the Closing to terminate his or her employment with the Purchaser or its Associates; provided that the foregoing restriction set forth in this Section 5.6(b) does not apply to general advertisements or other solicitations for employment distributed publicly and not directed at, or in communication with, any Person particular employee or group of employees. (c) During the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, Seller shall not directly or indirectly solicit, knowingly persuade or induce any proprietor, lender, joint venturer, lessor, customer, supplier or vendor which has a business relationship involving the Business, to discontinue, reduce or modify in a manner adverse to the Business such relationship with the Purchaser. Subject to the foregoing sentence, Seller and its Associates may have a business relationship with such proprietors, lenders, joint venturers, lessors, customers, suppliers or vendors that is unrelated to the Business as conducted as of the Closing Date or not competitive with the Business as conducted as of the Closing Date. (d) In the event that the covenants in this Section 5.6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its Affiliate extending for too great of time or over too great a geographical areas or by reason of its being too extensive in any merger other respect, it shall be interpreted to extend only over the maximum period of GPCtime for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (e) Seller acknowledges that a breach of the covenants contained in this Section 5.6 may cause irreparable damage to the Purchaser and the Business, the exact amount which will be difficult to ascertain, and that remedies at law for any tender offer for GPC’s publicly traded securities such breach may be inadequate. Accordingly, the Seller agrees that if it or any of its Associates breach any of the covenants contained in this Section 5.6, in addition to any other remedy which may be available at law or in equity, Purchaser shall be entitled to specific performance and injunctive relief, without posting bond or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCsecurity.

Non-Competition. In furtherance As a condition to receiving and being eligible to earn the Restricted Shares, you undertake and agree by your acceptance of this Agreement that: (a) during your employment with the Merger Corporation or a Subsidiary and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three for two years after the Closing Datedate of your retirement or other termination of such employment, it you shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, (i) directly or indirectly, except with the approval of the Corporation, engage or otherwise participate in any business that directly competes is competitive with any significant line of business of the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC Corporation or any GPC Entity from of its Subsidiaries (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as other than through ownership of the date hereof, (B) owning no not more than 5% in of the aggregate voting securities of any class of capital stock such competitive business); or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging solicit or induce, or cause any other person or entity to solicit or induce, any employee of the Corporation or any of its Subsidiaries to leave his or her employment with the Corporation or any of its Subsidiaries to accept employment or other engagement with any Person other person or entity; and (b) in the event that is you breach this undertaking, in addition to any and all other remedies the Corporation may have, (i) if you have not its Affiliate earned all the Restricted Shares, the Corporation shall have the right to determine by written notice to you that the Restricted Shares will be forfeited and you will have no further rights of any kind or nature with respect thereto; and (ii) with respect to any Restricted Shares that you have earned, you agree to pay the Corporation upon written demand the amount of the Fair Market Value of the Restricted Shares on the payout date. If a Change of Control (as defined in any merger the Plan) shall occur, however, the foregoing provisions (a) and (b) shall immediately terminate as of, and shall not limit your activities after, the date of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries such Change of GPCControl.

Non-Competition. In furtherance For a period of eight (8) years or longer (the Merger and the transactions contemplated hereby, GPC covenants and agrees that, "Non-Competition Term") from and after the Closing Date until the date that is three years after the Closing DateClosing, it Seller shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”i) own, manage, operate, join, control or participate in the United States ownership, management, operation or Canada control of, or be connected as an officer, director, employee, stockholder, partner or otherwise with, (1) an entity engaged in the Business or the forklift industry, or (2) any entity using the name "Clar▇" (▇ollectively, the "Competing Businesses" or each such business a manner that is material "Competing Business"), or (ii) solicit, employ, retain as a consultant, interfere with or attempt to the SpinCo Business. Notwithstanding entice away from Buyer, its Affiliates, or any successor to any of the foregoing, nothing herein shall prohibit (i) GPC any individual who is, has agreed to be or within one year of such solicitation, employment, retention, interference or enticement has been, employed or retained by Buyer, its Affiliates or any GPC Entity from successor to any of the foregoing in a senior executive capacity or as a general manager or sales, manufacturing, or technical employee. Ownership of not more than five percent (A5%) of the outstanding stock of any publicly traded company engaging in a Competing Business shall not, in and of itself, be a violation of this Section 4.5(b). The restrictive covenant contained in this Section 4.5(b) is a covenant independent of any other provision of this Agreement, and the businesses conducted existence of any claim which Seller may allege against Buyer, whether based on this Agreement or otherwise, shall not prevent the enforcement of this covenant. Seller agrees that a breach by the GPC Entities (excluding the SpinCo BusinessSeller of this Section 4.5(b) as shall cause irreparable harm to Buyer, and its Affiliates, that Buyer's remedies at law for any breach or threat of breach by Seller of the date provisions of this Section 4.5(b) shall be inadequate, and that Buyer shall be entitled to an injunction or injunctions to prevent breaches of this Section 4.5(b) and to -41- 45 enforce specifically the terms and provisions hereof, (B) owning in addition to any other remedy to which Buyer may be entitled at law or in equity. The Non-Competition Term shall be tolled with respect to Seller during any period of violation of this covenant not to compete by Seller. At the end of the eighth year at Seller's written request, Buyer and Seller shall enter into good faith negotiations to terminate Seller's obligations under this Section 4.5(b), provided that if no more than 5% in mutual agreement is reached to terminate Seller's obligations under this Section 4.5(b), then Seller's obligation shall continue for an additional two years from the aggregate expiration of the eighth year. In the event that this covenant not to compete shall be determined by any class court of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% competent jurisdiction to be unenforceable by reason of its total revenue from Competitive Businesses in extending for too long a period of time or over too large a geographical area or by reason of its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate being too extensive in any merger other respect, it shall be interpreted to extend only over the longer period of GPCtime for which it may be enforceable, any tender offer for GPC’s publicly traded securities or any and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCaspects as to which it may be enforceable, all as determined by such court in such action.

Non-Competition. In furtherance consideration of the Merger and Agreement hereby entered into, each of the transactions contemplated hereby, GPC Sellers hereby covenants and agrees that, from and after during the Closing Date until the date that is three years after the Closing DateNon-Competition Period, it they shall not, not and shall cause its Subsidiaries not to, without the prior written consent procure that none of RMT Parenttheir Affiliates shall, directly or indirectly: (a) carry on, engage be engaged in or have an ownership interest in any business Person that directly competes with the SpinCo Business as it exists carries on the date hereof (a “Competitive Business”) or is engaged in the United States or Canada in a manner Business within the Restricted Territories; provided, however, that is material to the SpinCo Business. Notwithstanding notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as each of the date hereof, (B) owning no more than 5% Sellers may own securities in the aggregate of any class of capital stock or other equity interest of any Person engaged in the Business that is a Competitive Businesspublicly held corporation, but only to the extent that such Seller does not own, of record or beneficially, more than 3% (Cthree percent) acquiring and operating of the outstanding equity securities of any such Person, or (b) solicit, knowingly encourage or attempt to solicit or knowingly encourage any person employed in a managerial, supervisory, technical or sales capacity by the Company or its Subsidiaries immediately prior to the Closing (the “Restricted Employees”) to leave the employment of the Company or its Subsidiaries (whether or not such Restricted Employee would commit a breach of contract by reason of leaving such employment or engagement); provided, however, nothing in this Clause 10 shall prohibit a Seller from seeking to employ any Person that operates a diversified business that did not derive more than 15% by means of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person general advertising that is not specifically directed towards the Restricted Employees; provided further, however, that no Seller shall, during the Non-Competition Period, employ: (a) a senior employee who is a Restricted Employee for a period of three (3) years following the termination of such employee’s employment with the Company or its Affiliate in Subsidiaries or (b) any merger other Restricted Employee for a period of GPCone (1) year following termination of such employee’s employment with the Company or its Subsidiaries, or (c) solicit, knowingly encourage or attempt to solicit or knowingly encourage any tender offer for GPC’s publicly traded securities customer of the Company or any other similar of its Subsidiaries immediately prior to the Closing (the “Restricted Customers”) to terminate its relationship or business combination involving GPC and dealings with the Company or any of its Subsidiaries (whether or not such Restricted Customer would commit a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries breach of GPCcontract by reason of this termination).

Non-Competition. In furtherance consideration for the Company’s undertakings and obligations under this Agreement, and in light of ▇▇▇▇▇▇▇’▇ unique position and substantial knowledge of the Merger operations, plans and projects of the transactions contemplated herebyCompany, GPC covenants and Rumbolz agrees that, from and after during the Closing Date until the date that is three years after the Closing DateNon-Compete Term (as defined below), it ▇▇▇▇▇▇▇ shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectlyindirectly engage in (whether as an employee, engage consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business that engages in any line of business in which the Company engages at the time of such termination, in the United States, Canada, Australia, the United Kingdom or such other countries in which the Company, and/or its subsidiaries and affiliates conduct business at the time of such termination (“Restricted Territory”). For the avoidance of doubt, the foregoing shall not prohibit ▇▇▇▇▇▇▇ from (i) engaging in, owning an interest in, or participating in any business that directly competes with processes credit card, debit card or automated teller machine transactions originated from outside of gaming establishments, unless the SpinCo Business as it exists Company has expanded its operations to encompass such activities at the time of termination or (ii) continuing to serve on the date hereof (a Board of Managers of Seminole Hard Rock Holdings, LLC and/or the Board of Directors of VICI Properties Inc. For purposes of this Agreement, the “Competitive Business”) in Non-Compete Term” shall mean the United States or Canada in a manner period of one year after the termination of ▇▇▇▇▇▇▇’▇ employment hereunder. The parties agree that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as ownership of the date hereof, (B) owning no more than 51% in of the aggregate outstanding voting stock of any class of capital stock a publicly traded corporation or other equity interest entity shall not constitute a violation of any Person engaged this provision. The parties intend that the covenants contained in this section shall be construed as a Competitive Businessseries of separate covenants, (C) acquiring one for each county, city, state and operating any Person that operates a diversified business that did not derive more than 15% other political subdivision of its total revenue from Competitive Businesses the Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in its most recently completed fiscal year or (D) performing their obligations under terms to the Transaction Documentscovenant contained in this section. If, (ii) GPC from engaging with any Person that is not its Affiliate in any merger judicial proceeding, a court shall refuse to enforce any of GPC, any tender offer for GPC’s publicly traded securities the separate covenants (or any other similar business combination involving GPC and a Person part thereof) deemed included in this section, then such unenforceable covenant (or such part) shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced by such court. It is the intent of the parties that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCthe covenants set forth herein be enforced to the maximum degree permitted by applicable law.

Non-Competition. In furtherance of (a) During the Merger Term and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until for a Twenty-four (24) month period following the date that the employment of Employee by the Company or any of its affiliates has ended (whether or not such employment is three years after the Closing Datepursuant to this Agreement), it shall Employee will not, and shall cause its Subsidiaries not to, without unless acting pursuant hereto or with the prior written consent of RMT Parentthe Board of Directors of the Company, directly or indirectly, engage own, manage, operate, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, partner, principal or otherwise with any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in or enterprise engaged within any portion of the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted internet telephony business or in any other business in which the Company was engaged at the date of termination of Employee's employment by the GPC Entities (excluding Company or at any time for one year after termination of employment with the SpinCo Business) as Company. It is recognized by Employee that the business of the date hereofCompany and Employee's connection therewith is or will be involved in internet site and internet telephony activity throughout the United States, and that more limited geographical limitations on this non-competition covenant and the non- solicitation covenant set forth in Section 6 hereof are therefore not appropriate. (Bb) owning no The foregoing restrictions shall not be construed to prohibit the ownership by Employee of not more than five percent (5% in the aggregate %) of any class of capital stock or other equity interest securities of any Person corporation which is engaged in any of the foregoing businesses, provided that such ownership represents a Competitive Businesspassive investment and that neither Employee nor any group of persons including Employee in any way, (C) acquiring and operating either directly or indirectly, manages or exercises control of any Person that operates a diversified business that did not derive more than 15% such corporation, guarantees any of its total revenue from Competitive Businesses financial obligations, otherwise takes any part in its most recently completed fiscal year business, other than exercising his rights as a security owner, or seeks to do any of the foregoing. (Dc) performing their obligations under In the Transaction Documentsevent that Employee is terminated Without Cause by the Company pursuant to Section 8.4 and Employee desires to be engaged by a company (the "Prospective Employer") in violation of the covenants set forth in Section 5(a) above, (iiEmployee may request a waiver of Section 5(a) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iiiSection 5(b) transactions between or among two or more wholly-owned Subsidiaries of GPCabove and such waiver shall be granted by the Company.

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby, GPC covenants and (a) The Executive agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it he shall not, and so long as he shall cause its Subsidiaries not tobe employed by the Corporation in any capacity (whether pursuant to this Agreement or otherwise), without the prior express written consent of RMT Parentthe Corporation, directly or indirectly, engage own, manage, operate, control or participate in the ownership, management, operation or control or be employed by or connected in any manner including as a consultant, with any business which is or may be in competition, directly or indirectly with the business of the Corporation or any subsidiary, affiliate or division of the Corporation. (b) The Executive agrees that for a period of thirty-six (36) months, commencing on the effective date of the termination of his employment, whether such termination is pursuant to the terms of this Agreement or otherwise (collectively the "Period"), he shall not, without the express written consent of the Corporation directly or indirectly, own, manage, operate, control, or participate in the ownership, management, operation or control, or be employed by or connected in any manner including as a consultant, with any business, firm or corporation which is engaged in any business that directly competes activity competitive with the SpinCo Business business of the Corporation and its subsidiaries, affiliates and divisions as it exists on such business is conducted during the date hereof period of his employment by the Corporation (a “Competitive Business”whether pursuant to this Agreement or otherwise and at the termination thereof). Moreover, during the Period, Executive shall not directly or indirectly solicit, divert or take away in whole or in part any clients or prospects of the Corporation who were solicited or serviced directly or indirectly by Executive or by anyone directly or indirectly under Executive's supervision or with whom Executive had any business relationship within the two (2) year period prior to the termination of Executive's Prior Employment Agreement. Executive also agrees that during the Period Executive will not directly or indirectly attempt to recruit or solicit or aid in the United States recruitment or Canada in a manner that is material solicitation of any employee, independent contractor or consultant of the Corporation for the purpose of working for Executive or any competitor of the Corporation or any other entity. (c) Anything to the SpinCo Business. Notwithstanding contrary herein notwithstanding, the foregoing, nothing herein provisions of this section shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted not be deemed violated by the GPC Entities (excluding purchase and/or ownership by the SpinCo Business) as Executive of the date hereof, (B) owning no more than 5% in the aggregate shares of any class of capital stock equity securities (or other equity interest options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any Person engaged in such options, warrants or rights or upon the conversion of any other convertible into such securities) 1% or less of the outstanding shares of any such class of equity securities of any issuer whose securities are listed on a Competitive Businessnational securities exchange or traded on NASDAQ, (C) acquiring and operating the National Quotations Bureau Incorporated or any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year similar organization or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging securities having a market value of less than $100,000; provided, however, that the Executive shall not be otherwise connected with any Person that is not its Affiliate or active in any merger the business of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCthe issuers described in this subsection 10(c).

Non-Competition. In furtherance During the period of the Merger and the transactions contemplated herebyExecutive's employment hereunder, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it Executive shall not, and shall cause its Subsidiaries not todirectly or indirectly, without the prior written consent of RMT Parentthe Company, directly provide consultative services or indirectlyotherwise provide services to (whether as an employee or a consultant, engage with or without pay), own, manage, operate, join, control, participate in or be connected with (as a stockholder, partner or otherwise), any business business, individual, partner, firm corporation or other entity that directly is then a competitor of the Company, including any entity engaged in the design, manufacture and/or distribution of network service systems or software that have substantially the same features or functionality to or otherwise competes with the SpinCo Business systems that are designed, manufactured or distributed by the Company or any direct or indirect subsidiary of Company (each such competitor a "Competitor of the Company"); provided, however, that the "beneficial ownership" by Executive, either individually or as it exists on a member of a "group," as such terms are used in Rule 13d of the date hereof General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than five percent (5%) of the voting stock of any publicly held corporation shall not alone constitute a “Competitive Business”) violation of this Agreement. It is further expressly agreed that the Company will or would suffer irreparable injury if Executive were to compete with the Company or any subsidiary or affiliate of the Company in violation of this Agreement and that the United States or Canada Company would by reason of such competition be entitled to injunctive relief in a manner that is material court of appropriate jurisdiction, and, the provisions of Section 11 notwithstanding, Executive further consents and stipulates to the SpinCo Businessentry of such injunctive relief in such a court prohibiting Executive from competing with the Company or any subsidiary or affiliate of the Company in violation of this Agreement. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or foregoing and providing that such service does not interfere in any GPC Entity from (A) engaging in material way with the businesses conducted by performance of Executive's duties under this Agreement and the GPC Entities (excluding the SpinCo Business) as operations of the date hereofCompany, (B) owning no more than 5% in the aggregate Executive shall be permitted to perform consulting services for his prior employer ▇▇▇▇▇▇▇ up to one day per month through July 1999 and to serve as a director of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring PurePulse and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCDynabil.

Non-Competition. In furtherance 4.1 Sava▇▇▇▇▇ ▇▇▇ees that for a period commencing on the Retirement Date and concluding upon the earlier to occur of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three (a) two (2) years after the Closing DateRetirement Date and (b) the date subsequent the Retirement Date upon which the Company is in material breach of any material provision of this Agreement (provided that Sava▇▇▇▇▇ ▇▇▇ifies the Company in writing of such breach and the Company does not cure such breach within ten (10) days of the receipt of such notice from Sava▇▇▇▇▇), it shall not▇ava▇▇▇▇▇ ▇▇▇ll not own, and shall cause its Subsidiaries not tomanage, without operate, control or participate in the prior written consent of RMT Parentownership, directly management, operation or indirectly, engage control or be employed by or connected in any business that directly competes manner with, any business, firm or corporation which is or may be in competition with the SpinCo Business business of the Company, its subsidiaries, affiliates or divisions as it exists such business is constituted on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material Retirement Date. 4.2 Anything to the SpinCo Business. Notwithstanding contrary herein notwithstanding, the foregoing, nothing herein provisions of this Section 4 shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted not be deemed violated by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate purchase and/or ownership by Sava▇▇▇▇▇ ▇▇ shares of any class of capital stock equity securities (or other equity interest options, warrants or rights to acquire such securities, or any securities convertible into or exchangeable or exercisable for such securities) (x) of the Company (or any successor thereto), (y) representing (together with any securities which would be acquired upon the exercise of any Person engaged such options, warrants or rights or upon the conversion of any other security convertible into or exchangeable or exercisable for such securities) three percent (3%) or less of the outstanding shares of any such class of equity securities of any issuer whose securities are traded on a national securities exchange or listed by NASDAQ, the National Quotation Bureau Incorporated or any similar organization; provided, however, that Sava▇▇▇▇▇ ▇▇▇ll not be otherwise connected with or active in the business of the issuers described in this Section 4.2 or (z) of any entity which is then employing Sava▇▇▇▇▇. ▇▇rther, notwithstanding anything herein to the contrary, in the event that Sava▇▇▇▇▇ ▇▇▇ntifies a Competitive Businesspotential acquisition, his participation in which would violate the provisions of Section 4.1, whether participating in the acquisition directly, or indirectly or as an intermediary, or otherwise, Sava▇▇▇▇▇ ▇▇▇ll present such potential acquisition to the Company prior to presenting the acquisition to any third party (C) acquiring and operating including himself or any Person group in which he is a party). In the event that operates the Company determines not to pursue the potential acquisition, Sava▇▇▇▇▇ ▇▇▇ pursue such acquisition, whether as a diversified business that did not derive more than 15% participant or an intermediary. The Company will notify Sava▇▇▇▇▇ ▇▇ the Company's determination within fifteen days of its total revenue receipt of notice thereof from Competitive Businesses Sava▇▇▇▇▇. ▇▇ the Company expresses an interest in its most recently completed fiscal year pursuing such acquisition Sava▇▇▇▇▇ ▇▇▇ll deal with the Company exclusively for forty-five (45) days after Sava▇▇▇▇▇'▇ ▇▇▇eipt of the Company's determination notice to that effect so long as during such period the Company is pursuing such acquisition in good faith. If no definitive agreement for such acquisition is entered into within such period, Sava▇▇▇▇▇ may pursue such acquisition, as a participant or (D) performing their obligations under as an intermediary with parties other than the Transaction DocumentsCompany. Sava▇▇▇▇▇'▇ ▇▇▇ticipation in, (ii) GPC from engaging as an intermediary or otherwise, or consummation of such acquisition in accordance with any Person that is this Section 4.2 shall not its Affiliate in any merger be deemed to violate the provisions of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCSection 4.1.

Non-Competition. In furtherance You agree that , for the period beginning with the Effective Date through the last day of the Merger and the transactions contemplated herebyTransition Period, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it shall not, and shall cause its Subsidiaries you will not to, without the prior written consent approval of RMT ParentEmployer, directly or indirectly, for yourself or on behalf of or in conjunction with any other person or entity of whatever nature, engage or participate within the Market Area in competition with OPC in any business that directly competes aspect of CO2 sequestration projects for the (i) capture of CO2 and the injection of such CO2 into geological storage, or (ii) marketing, provision and sale of CO2 capture, transportation, storage or sequestration consulting services provided in connection with the SpinCo Business as it exists on activities described in subclause (i) above (the date hereof (a “Competitive Business”) ); provided, however, that “Business” shall not include any of the foregoing primarily intended and used for Enhanced Recovery Operations. This prohibition shall prevent you, among other things, from directly or indirectly owning, managing, operating, joining, becoming an officer, director, employee or consultant of, or otherwise being affiliated with any person or entity primarily engaged in, or planning to primarily engage in, such Business in competition, or anticipated competition, in the United States Market Area, with OPC. For these purposes, “Market Area” means any location within 75 miles of any location where, as of the Retirement Date, OPC conducts business or Canada in a manner that is has material plans to the SpinCo Businessconduct business of which you are aware. Notwithstanding the foregoingforegoing provisions, nothing herein shall prohibit (i) GPC you may, directly or indirectly own, solely as an investment, securities of any GPC Entity from person engaged in the Business that are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if you (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as are not a controlling person of, or a member of the date hereofa group which controls, such person and (B) owning no do not, directly or indirectly, own 2% or more than 5% in the aggregate of any class of capital stock or other equity interest securities of any Person engaged in such person. For the avoidance of doubt, your continued service on a Competitive Business, (C) acquiring and operating any Person that operates board of directors as previously approved by OPC shall not be a diversified business that did not derive more than 15% violation of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCthis Paragraph 6.

Non-Competition. In furtherance 9.1 The Executive acknowledges that during the Term of this Agreement, he will learn or be privy to valuable confidential business information, and he will develop and cultivate on behalf of the Merger Bank substantial relationships with past, present and prospective business customers of the transactions contemplated hereby, GPC covenants and agrees that, from and after Bank. During the Closing Date until term of this Agreement with the date that is three years after the Closing Date, it shall notBank, and shall cause its Subsidiaries not tothereafter, without the prior written consent of RMT ParentExecutive will not, directly or indirectly, use or disclose to anyone, or authorize disclosure of any confidential information or trade secrets except for the benefit of the Bank. 9.2 The Executive acknowledges that the confidentiality of the protected information with which Executive has been or may become privy is essential and proprietary to the Bank and is owned and shall continue to be owned by the Bank. The Executive agrees that at the termination of his employment, for whatever reason, he will return to the Bank immediately any and all documents in whatever form that are in his possession or control and that contain, reflect or refer to confidential information or trade secrets. 9.3 During the Term of this Agreement and for a period of eighteen (18) months thereafter within all counties where the Bank or its subsidiaries have branches or offices, the Executive shall not, either directly or indirectly, or for himself or through, on behalf of, or in conjunction with any other person, persons or legal entity, own, maintain, operate, engage in, assist, be employed by, or have any interest in any business engaging or planning to be engaged in banking or offering other financial services offered by the Bank, in any respect. 9.4 During the Term of this Agreement and for a period of eighteen (18) months thereafter, Executive shall not, except if this Agreement is terminated as a result of a Change of Control: (a) either directly or indirectly, employ, retain the services of, or seek to employ or retain the services of any person who is at that time or was within the previous six (6) months employed by, or providing services to the Bank, without the prior express written permission of the Bank, which the Bank may in its absolute discretion withhold; (b) either directly competes or indirectly solicit or contact customers of the Bank which solicitation is for or on behalf of any entity engaged in or seeking to be engaged in the Bank’s banking or financial service business, or in direct competition with the SpinCo Business as it exists on Bank. (c) In the date hereof (event of a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as violation of the date hereofprovision of this Section, the Executive’s rights to receive grants of the Bank’s Class A Common Stock as provided in Section 4.7 of the BankUnited Agreement shall terminate and no additional shares shall vest or be granted as provided in paragraph Section 4.7 of the BankUnited Agreement. 9.5 Executive and the Bank warrant that it is their intention to agree to restrictions on disclosure of confidential information and on competition that are as broad as permitted by Florida law (Bsave only for the 18 month limitation set forth in paragraph 9.3) owning no more than 5% in and hereby agree to subscribe to any expansion of the aggregate recited agreements as may be authorized by any subsequent amendment to, or interpretation of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, Florida Statute Section 542.335 (C2000) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar Florida law. For purposes of this non-competition provision, the Executive shall be deemed retained by the Bank during any period of time in which he receives compensation from the Bank or its successors. 9.6 The Executive acknowledges that Section 9 is reasonably necessary to protect the business combination involving GPC interest of the Bank and that the provisions of Section 2 and Section 9 are the essence of this Agreement for the Bank and the Executive agrees that if he engages in activities prohibited by Section 9, irreparable harm to the Bank will likely result, for which a Person remedy in the form of damages may not be ascertainable. Under such circumstances, the Executive acknowledges that is the Bank may seek temporary, preliminary or permanent injunctive relief against him in any court of competent jurisdiction upon three days written notice provided to the address listed in Section 15. This section shall not limit any other legal or equitable remedies the Bank or its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries successors may have against the Executive for violation of GPCthis Agreement. The prevailing party in any action to, enforce Section 9 of this Agreement shall be entitled to attorney’s fees and costs.

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby(a) To induce Buyer to enter into this Agreement, GPC covenants and Seller agrees that, from and after the Closing Date until the date that is three years for a period of twenty-four (24) months after the Closing Date, it shall Seller will not, and shall will cause its Subsidiaries Affiliates not to, without the prior written consent of RMT Parent, directly or indirectly, through any corporation, limited liability company, partnership, association, joint venture or other entity, purchase, invest in, fund or otherwise engage in any in, or assist the establishment of, a business that directly competes with which includes fueling rights at ▇▇▇▇▇▇▇ International Airport or Santa ▇▇▇▇▇▇ Municipal Airport as principal or agent. (b) To induce Buyer to enter into this Agreement, Seller agrees that, for a period of twenty four (24) months after the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoingClosing Date, nothing herein shall prohibit Seller will not, and will cause its Affiliates not to: (i) GPC or solicit business, that is competitive with the Business, from any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as customer of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, Company; or (ii) GPC from engaging hire or solicit to perform services (as an employee, consultant or otherwise) any persons listed on Schedule 3.14(a)(i) or take any actions which are intended to persuade any such person to terminate his or her association with the Company. (c) From and after the Closing, Seller shall, and shall cause his Affiliates to, keep confidential and not disclose to any Person that is not its Affiliate in other Person, other than Seller’s accountants, attorneys or financial advisors or to the extent necessary to fulfill any merger of GPClegal or existing contractual obligation (provided, that, any tender offer such Person to whom information is disclosed is informed of its confidential nature and is directed to treat the information confidentially), or use for GPC’s publicly traded securities their own benefit or the benefit of any other similar business combination involving GPC Person, any information regarding the Company, its Affiliates and a Person the material terms of this Agreement (including the Purchase Price). (d) Seller acknowledges and agrees that is Buyer would be irreparably damaged in the event any of the provisions of this Section 11.9 were not its Affiliate performed in accordance with their specific terms or (iii) transactions between were otherwise breached. Accordingly, Seller agrees that, in addition to any other remedy to which Buyer may be entitled at law or among two in equity, Buyer shall be entitled to seek an injunction or more wholly-owned Subsidiaries injunctions to prevent breaches of GPCthe provisions of this Section 11.9 and to seek to enforce specifically such provisions.

Non-Competition. In furtherance consideration of the Merger Company entering into this Agreement, Executive hereby agrees and covenants that during the transactions contemplated herebyEmployment Period and any extensions thereof and for a period of three (3) years thereafter (the “Restricted Period”), GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it Executive shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, either for himself or for any other person, partnership, corporation or company, own, manage, control, participate in, consult with, render services for, permit his name to be used or in any other manner engage in any business that directly competes or enterprise which provides, or which engages Executive in order to assist such business or enterprise in any manner with preparing or planning to provide, similar products and services to those provided by the SpinCo Business as it exists on Company or its subsidiaries or those which the date hereof (a “Competitive Business”) Company or its subsidiaries are planning to provide, anywhere in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) of America as of the date hereof, which generally includes relocation or moving solutions to customers (B) owning no more including program development and management, home purchase and home sales services, household goods moving, and/or mortgage services). For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor, or owner; provided that nothing herein shall prohibit Executive from having passive ownership of less than 52% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the aggregate over-the-counter market. Executive agrees that the business of any class the Company and its subsidiaries, and the goodwill attributed thereto, has been carried on and/or currently extends across the entire United States, and further agrees that the covenants contained in this Agreement are reasonable with respect to its duration, geographical area and scope. Executive acknowledges the enforceability of capital stock or other equity interest these covenants and agrees that these covenants are necessary to protect the goodwill attributed to the business of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCCompany.

Non-Competition. In furtherance of (a) Except as otherwise provided in Section 3 hereof, during the Merger and the transactions contemplated herebyTerm, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it Daseke shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage either for himself or any other person, own, manage, control, participate in, invest in, permit his name to be used by, act as consultant or advisor to, render services for (alone or in association with any individual, entity or other business organization) or otherwise assist in any business manner any individual or entity that directly competes with engages in or owns, invests in, manages or controls any venture or enterprise engaged in (each, a "Competitive Activity") the SpinCo Business as it exists on ownership, management, acquisition or development of multifamily residential properties, provided that the date hereof (a “term "Competitive Business”) in the United States Activity" shall not include any transaction pursuant to which Daseke pays aggregate consideration of $5,000,000 or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC less or any GPC Entity from (A) engaging in the businesses conducted transaction involving assets owned by the GPC Entities (excluding the SpinCo Business) Daseke as of the date hereof or otherwise acquired by Daseke during the Term not in violation of the terms of this Agreement and provided further that Daseke and the Company will each act reasonably and with due regard for the other's interests. In the event that Daseke desires to participate in any transaction which would otherwise constitute a Competitive Activity hereunder, he shall notify the Company within fifteen days prior to the aniticipated closing date of such Competitive Activity, and upon closing of such activity, this Agreement shall automatically terminate and be of no further force and effect, and the Company shall have no further obligations hereunder to pay any further Salary or other cash benefits, bonuses or payments to Daseke and Daseke shall have no further right to receive Salary or other cash benefits, bonuses or payments. In any event, if this Agreement is terminated under this Section 11(a), Paragraph 5 is unchanged. Daseke will not in any manner induce, attempt to induce or assist others to induce or attempt to induce any investor, client or tenant of the Company to terminate its, his or her association with the Company or do anything to interfere with the relationship between the Company and any of its customers, clients, tenants or persons or concerns dealing with the Company during the Term. During the Term, Daseke shall not, without the prior consent of a majority of the Company's independent directors, solicit, hire away or employ any person who is an employee of the Company at the time of such solicitation or attempted hiring or employment other than his secretary on the date hereof; provided, (B) owning no more than 5% in the aggregate however that nothing herein shall be construed to prohibit Daseke's employment of any class former Company employee whose termination from the Company was not induced by Daseke. (b) In the event that any restriction contained in this Section 11 shall be held too broad to allow enforcement of capital stock or other equity interest such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, and Daseke hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictions. (c) Daseke acknowledges and agrees that the Company's remedy at law for any breach of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their his obligations under this Section 11 may be inadequate, and agrees and consents that temporary and/or permanent injunctive relief may be entered enjoining him from breaching this Agreement and further agrees that any proceeding which may be brought to enforce any provision of this Section 11 without being requested to prove actual damages as a result of the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger premature breach of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCthis Agreement.

Non-Competition. In furtherance (a) From the date hereof while employed by the Company and for a two-year period following the date Executive ceases to be employed by the Company (the “Restricted Period”), irrespective of the Merger cause, manner or time of any termination, Executive shall not use his status with the Company or any of its affiliates to obtain loans, goods or services from another organization on terms that would not be available to him in the absence of his relationship to the Company or any of its affiliates. (b) During the Restricted Period, Executive shall not make any statements or perform any acts intended to or which may have the effect of advancing the interest of any Competitors of the Company or any of its affiliates or in any way injuring the interests of the Company or any of its affiliates and the transactions contemplated herebyCompany and its affiliates shall not make or authorize any person to make any statement that would in any way injure the personal or business reputation or interests of Executive; provided however, GPC covenants and agrees that, subject to Section 9, nothing herein shall preclude the Company and its affiliates or Executive 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 and after its affiliates from disclosing the Closing Date until fact of any termination of Executive’s employment or the date circumstances for such a termination. For purposes of this Section 8(b), the term “Competitor” means any enterprise or business that is three years after engaged, at any time during the Closing DateRestricted Period, it shall notor has plans to engage, and shall cause its Subsidiaries not toat any time during the Restricted Period, without the prior written consent of RMT Parent, directly or indirectly, engage in any business activity that directly competes with the SpinCo Business as it exists on businesses conducted during or at the date hereof (a “Competitive Business”) in termination of Executive’s employment, or planned or proposed to be conducted at any time during the United States or Canada Restricted Period, by the Company and its affiliates in a manner that is or would be material in relation to the SpinCo Businessbusinesses of the Company or the prospects for the businesses of the Company (in each case, 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). Notwithstanding For purposes of this Agreement, the foregoingterm “Competitor” currently includes, nothing herein but is not limited to, Amadeus, Sabre, Abacus, Axess International Network, INFINI Travel Information, Topas, TravelSky, HP Enterprise Services, ITA Software, Navitaire, SITA, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇. During the Restricted Period, Executive, without prior express written approval by the Board, shall prohibit (i) GPC or any GPC Entity from not (A) engaging engage in, or directly or indirectly (whether for compensation or otherwise) manage, operate, or control, or join or participate in the businesses conducted by the GPC Entities management, operation or control of a Competitor, (excluding the SpinCo Businesswhether as an employee, officer, director, partner, consultant, agent, advisor, or otherwise) as of the date hereof, or (B) owning no more 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 during the Restricted Period or (C) own or hold a Proprietary Interest in, or directly furnish any capital to, any Competitor of the Company. Executive acknowledges that the Company’s and its affiliates businesses are conducted nationally, internationally and worldwide, and agrees that the provisions in the foregoing sentence shall operate throughout the entire geographic territory for which Executive performed duties for the Company or acted on the Company’s behalf during the Executive’s employment, the United States, the United Kingdom and any other country in the world in which the Company operated or operates during the Restricted Period(subject to the definition of “Competitor”). (c) During the Restricted Period, Executive, without express prior written approval from the Board, shall not solicit any members or the then current clients of the Company or any of its affiliates for any existing business of the Company or any of its affiliates or discuss with any employee of the Company or any of its affiliates information or operations of any business intended to compete with the Company or any of its affiliates. (d) During the Restricted Period, Executive shall not interfere with the employees or affairs of the Company or any of its affiliates or solicit or induce any person who is an employee of the Company or any of its affiliates to terminate any relationship such person may have with the Company or any of its affiliates, nor shall Executive during such period directly or indirectly engage, employ or compensate, or cause or permit any person with which Executive may be affiliated, to engage, employ or compensate, any employee of the Company or any of its affiliates. (e) For the purposes of this Agreement, “Proprietary Interest” means any legal, equitable or other ownership, whether through stock holding or otherwise, of an interest in a business, firm or entity; provided, that ownership of less than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates publicly held company shall not be deemed a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCProprietary Interest.

Non-Competition. In furtherance By and in consideration of the Merger compensation to be provided by the Company hereunder, including the severance arrangements set forth in Appendix II, and further in consideration of your exposure to the transactions contemplated herebyproprietary information of the Company, GPC covenants you agree, unless you request in writing to the Board, and agrees thatyou are thereafter authorized in writing to do so by the Board, that (a) during your employment under this Agreement, and (b)(i) for the one year period following your termination of employment prior to a Change in Control or (ii) the two year period following your termination of employment following a Change in Control, you shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company or any of its affiliates in any country in or for which, in the 12 months prior to the last day of employment, you carried out duties for; and/or were involved in the development of business for; and/or had in other ways an insight into customer or business data of, the Company of its subsidiaries, parents and affiliates. Notwithstanding the foregoing, you shall not be prohibited during the non- competition period described above from being a passive investor where you own not more than five percent of the issued and after the Closing Date until the date outstanding capital stock of any publicly-held company. You further agree that is three years after the Closing Dateduring said period, it you shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in solicit or induce, or attempt to solicit or induce, any business that directly competes employee of the Company or any of its affiliates to terminate employment with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC Company or any GPC Entity of its affiliates or hire any employee of the Company or any of its affiliates. You acknowledge and undertake that the Company is entitled to redemption of liquidated damages of ½ of your Base Salary for the preceding year in each case of a violation of your obligations under this Section 23. Each month of continued violation will be viewed as a new case of violation. Payment of liquidated damages does not relieve you from (A) engaging in the businesses conducted your obligations under this Section which may be enforced by the GPC Entities (excluding Company. In addition, the SpinCo Business) Company is entitled to request redemption of additional damages from you as well as the cessation of the date hereofactivities, (B) owning no more than 5% which are seen as being in the aggregate defiance of any class these restraints of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCemployment.

Non-Competition. In furtherance The CFO agrees that during the term of the Merger this Letter of Employment or any extension thereof, and the transactions contemplated hereby, GPC covenants and agrees that, from and for a period of three months after the Closing Date until the date termination of this Letter of Employment, that is three years after the Closing Date, it shall he will not, and shall cause its Subsidiaries not to, without the Company’s prior written consent of RMT Parent, directly or indirectly, engage in any business that directly competes consent: (a) compete with the SpinCo Business business activities of the Company or its affiliates as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) they currently are as of the date hereofof this Letter of Employment and also as they may be on the date of termination or accept employment with a competitor of the Company or its affiliates; (b) solicit any person, (B) owning no more than 5% in firm, or entity who, at any time during a three months period preceding the aggregate termination of any class this Letter of capital stock Employment, was a customer, vendor, supplier distributor, consultant, agent manufacturer or other equity interest business contact of the Company or its affiliates, with the sole exception that the CFO may conduct business (provided the CFO does not breach any Person engaged in a Competitive Business, (Cother term or provision of this Letter of Employment) acquiring and operating with any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year entity who was previously known to or associated with the CFO; or (Dc) performing their obligations under solicit to leave or hire other individuals who were employees of the Transaction DocumentsCompany or its affiliates on the date the CFO left the Company. The CFO agrees that the limitations set forth above are reasonable in time and geographic scope and, (ii) GPC from engaging if any provision hereof is held invalid or unenforceable, the remainder shall nevertheless remain in full force and effect and that this Letter of Employment shall be enforced to the broadest possible extent. In particular, the CFO agrees that if any court of competent jurisdiction or arbitration panel shall determine that the duration or geographical limit of the foregoing non-competition covenant is invalid or unenforceable, it is the intention of the CFO and of the Company that it shall not be terminated thereby but shall be deemed to have been amended to the extent required to render it valid and enforceable, such amendment to apply only with any Person that is not its Affiliate in any merger respect to the jurisdiction of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCthe court making such adjudication.

Non-Competition. In furtherance a. Employee acknowledges and recognizes the highly competitive nature of the Merger businesses of the Employer and its affiliates and accordingly agrees as follows: (1) For a period of two years following the transactions contemplated herebySeparation Date (the “Restricted Period”), GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it shall Employee will not, and shall cause its Subsidiaries not towhether on Employee’s own behalf or on behalf of or in conjunction with any person, without the prior written consent of RMT Parentfirm, 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 Employer the business of any client or prospective client for the purpose of selling or providing a Competitive Product or Service. (2) During the Restricted Period, Employee will not directly or indirectly, : (i) engage in any business that directly competes with the SpinCo Business business of the Employer or its affiliates in selling or providing a Competitive Product or Service (including, without limitation, businesses which the Employer or its affiliates have specific plans to conduct in the future and as it exists on to which Employee is aware of such planning) in any geographical area that is within 100 miles of any geographical area where the date hereof Employer or its affiliates manufactures, produces, sells, leases, rents, licenses or otherwise provides its Competitive Products or Services (a “Competitive Business”); (ii) in enter the United States employ of, or Canada render any services to, any Person who or which (or any division or controlled or controlling affiliate of such Person) engages in a manner Competitive Business; provided, however, that Employee shall be permitted to become an employee of, or render services to, a Person that engages in a Competitive Business (or that is material a controlled or controlling affiliate of any Person that engages in a Competitive Business) if Employee’s employment or provision of services is limited to a line of business of such Person that does not constitute a Competitive Business, Employee does not sell or provide a Competitive Product or Service, and Employee does not otherwise indirectly violate the restrictive covenants set forth herein; (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) disparage, impugn or attack the Employer or its reputation or character, or that of any of its customers, suppliers, officers, employees, agents, subsidiaries, joint venture partners, shareholders or directors, or damage the goodwill thereof, or take any action that would interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Severance Agreement) between the Employer or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Employer or its affiliates with respect to a Competitive Product or Service. b. Notwithstanding anything to the SpinCo Business. Notwithstanding the foregoingcontrary in this Severance Agreement, nothing herein shall prohibit (i) GPC Employee may, directly or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) indirectly own, solely as of the date hereofan investment, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest securities of any Person engaged in the business of the Employer or its affiliates which are publicly traded on a Competitive Businessnational or regional stock exchange or on the over-the-counter market if Employee (i) is not a controlling person of, (C) acquiring or a member of a group which controls, such person and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging does not, directly or indirectly, own 5% or more of any class of securities of such Person. c. During the Restricted Period, Employee will not, whether on Employee’s own behalf or on behalf of or in conjunction with any Person Person, directly or indirectly: (1) solicit or encourage any employee of the Employer or its affiliates to leave the employment of the Employer or its affiliates; or (2) hire any such employee who is at the time employed by the Employer or its affiliates; provided, however, that is nothing herein shall prevent Employee, whether on Employee’s own behalf or on behalf of or in conjunction with any Person, from hiring any such employee if such employee initially contacted Employee and initially solicited an offer of employment from Employee. d. During the Restricted Period, Employee will not, directly or indirectly, solicit or encourage to cease to work with the Employer or its affiliates any consultant then under contract with the Employer or its affiliates. e. For purposes of this Severance Agreement, the term “Competitive Product or Service” means the products that use or incorporate Extracorporeal Shock Wave Technology for orthopedic, urology, wound care, or cardiac procedures, and any services related to such products. Notwithstanding anything to the contrary in this Section 3, Employee may request in writing a waiver of the restrictions contained in Section 3(a)(2)(i)-(iii), and such request shall not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCbe unreasonably denied by Employer.

Non-Competition. In furtherance consideration of the Merger benefits of this Agreement to Sellers and Shareholder and as a material inducement to Purchaser to enter into this Agreement and to pay the transactions contemplated herebyPurchase Price, GPC covenants Sellers and agrees thatShareholder, from hereby covenant and after the Closing Date until the date agree that is three for a period of five years after the Closing Date, it Sellers and Shareholder shall not, and each shall cause its Subsidiaries their Affiliates (not including any family member of Shareholder) not to, without the prior written consent of RMT Parent, directly or indirectly, engage as proprietor, partner, stockholder, director, officer, employee, consultant, joint venturer, investor or in any other capacity, engage in, or own, manage, operate or control, or participate in the ownership, management, operation or control, of any entity which engages in the sale, servicing, renting, leasing, insuring or financing of new or used Class 3 through 8 truck (not including construction equipment) in any geographical or commercial markets in which Rush or any of its Affiliates (including Purchaser) conducts business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) Closing Date; provided, however, the foregoing shall not, in the United States any event, prohibit Sellers or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit Shareholder from (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) purchasing and holding as of the date hereof, (B) owning no an investment not more than 51% in the aggregate of any class of capital stock or other equity interest publicly traded securities of any Person engaged entity which conducts such business, so long as neither of Sellers nor Shareholder participate in a Competitive Businessany way in the management, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% operation or control of its total revenue from Competitive Businesses in its most recently completed fiscal year such entity or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging selling, leasing or otherwise disposing of any vehicles, parts and accessories inventory or chassis kits held by the Business as of the Closing Date that are not transferred to Purchaser pursuant to the terms of this Agreement. It is further recognized and agreed that, even though the activity may not be restricted under the foregoing provision, for a period of five years following the Closing Date, neither Sellers nor Shareholder shall, and each shall cause their Affiliates not to, provide any services to any person or entity which may be used against, or in conflict with any Person that is not its the interests of, Purchaser or an Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCPurchaser.

Non-Competition. In furtherance consideration for the Company’s undertakings and obligations under this Agreement, and in light of ▇▇▇▇▇▇▇’▇ unique position and substantial knowledge of the Merger operations, plans and projects of the transactions contemplated herebyCompany, GPC covenants and ▇▇▇▇▇▇▇ agrees that, from and after during the Closing Date until the date that is three years after the Closing DateNon-Compete Term (as defined below), it ▇▇▇▇▇▇▇ shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectlyindirectly engage in (whether as an employee, engage consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business that engages in any line of business in which the Company engages at the time of such termination, in the United States, Canada, Australia, the United Kingdom or such other countries in which the Company, and/or its subsidiaries and affiliates conduct business at the time of such termination (“Restricted Territory”). For the avoidance of doubt, the foregoing shall not prohibit ▇▇▇▇▇▇▇ from engaging in, owning an interest in, or participating in any business that directly competes with processes credit card, debit card or automated teller machine transactions originated from outside of gaming establishments, unless the SpinCo Business as it exists on Company has expanded its operations to encompass such activities at the date hereof (a time of termination. For purposes of this Agreement, the “Competitive Business”) in Non-Compete Term” shall mean the United States or Canada in a manner period of two years after the termination of ▇▇▇▇▇▇▇’▇ employment hereunder. The parties agree that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as ownership of the date hereof, (B) owning no more than 51% in of the aggregate outstanding voting stock of any class of capital stock a publicly traded corporation or other equity interest entity shall not constitute a violation of any Person engaged this provision. The parties intend that the covenants contained in this section shall be construed as a Competitive Businessseries of separate covenants, (C) acquiring one for each county, city, state and operating any Person that operates a diversified business that did not derive more than 15% other political subdivision of its total revenue from Competitive Businesses the Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in its most recently completed fiscal year or (D) performing their obligations under terms to the Transaction Documentscovenant contained in this section. If, (ii) GPC from engaging with any Person that is not its Affiliate in any merger judicial proceeding, a court shall refuse to enforce any of GPC, any tender offer for GPC’s publicly traded securities the separate covenants (or any other similar business combination involving GPC and a Person part thereof) deemed included in this section, then such unenforceable covenant (or such part) shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced by such court. It is the intent of the parties that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCthe covenants set forth herein be enforced to the maximum degree permitted by applicable law.

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby(a) ▇▇▇▇oyee shall not while em▇▇▇▇▇▇ by Daleen, GPC covenants and agrees that, from and after the Closing Date until termination of said employment for any reason w▇▇▇▇▇▇ver for the date that is three years time period after such termination described in paragraph (c) below (the Closing Date, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent"No-Compete Period"), directly or indirectly, engage as owner, officer, director, employee, agent, lender, broker, investor, consultant or representative of any corporation or as owner of any interest in, or as an employee, agent, consultant, partner, affiliate or in any other capacity whatsoever or representative of any other form of business that directly competes association, sole proprietorship or partnership, conduct or be related to any business in competition with any business of Daleen now or in the SpinCo Business future, including without limitation, in the Bil▇▇▇▇ ▇nd Customer Care industry (herein referred to as it exists on the date hereof (a “"Competitive Business”") anywhere within the territories, nor as to certain customers anywhere in the United States or Canada in a manner that is material States, both listed on the "Territories and Customers" Exhibit to the SpinCo Business. Notwithstanding Agreement, made a part hereof, including without limitation, the foregoingsolicitation of any customers, nothing herein shall prohibit who were at any time customers of Daleen and in connection with a business which is competitive with th▇ ▇▇▇▇etitive Business except that such competitive activity will be permitted as to business solicitation of and competition with Daleen as to any entity listed on an Exhibit to this Agreement made a ▇▇▇▇ hereof identified as a "No-Compete Exception", if any, subject to paragraph (ic) GPC or any GPC Entity from below. (Ab) engaging In addition to, and not in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as limitation of the date hereof, (B) owning no more than 5% in the aggregate other provisions hereof or of any class of capital stock or other equity interest of Agreement between Employee and Daleen, Employee shall not at any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate time in any merger manner other than in th▇ ▇▇▇▇nary course of GPCgood faith competition only as permitted herein interfere with, disturb, disrupt, decrease or otherwise jeopardize the business of Daleen or do or permit to be done anything which may tend to take awa▇ ▇▇ ▇iminish the trade, business or good will of Daleen or give to any tender offer for GPC’s publicly traded securities person the benefit or advantage of Company's or ▇▇▇▇▇r's methods of operation, advertising, publicity, training, business customers or accounts, or any other similar business combination involving GPC and information relating or useful to Daleen's business. (c) The No-Compete Period shall increase depending upon the duration of Employee's employment with Daleen as follows: i) If Employee has completed one h▇▇▇▇▇▇ eighty (180) days or less of employment there will be a Person that is not six (6) month No-Compete Period; ii) If Employee has completed more than one hundred eighty (180) days of employment the No-Compete Period will be one (1) year; DTI reserves the right to waive the Non-Compete Period, or any portion on it, at its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCoption.

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from From and after the Closing Date until Commencement Date, the Executive will not, except pursuant to the terms hereof, directly or indirectly, own, manage, operate, join, finance control or participate in the ownership, management, operation or control of, or be employed or be otherwise connected in any manner with, any business under a name similar to the name of any of the Company or any direct or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) twelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), the Executive will not (except as an officer, director, employee, agent or consultant of the Company) directly or indirectly, own, manage, operate, join, or have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which the Company or its direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to an including the date that of termination of this Agreement or (ii) any business which is three years after similar to or competitive with the Closing Datebusiness carried on or planned by the Company or its direct or indirect subsidiaries at any time during the period of the Executive's employment by the Company, it whether during or prior to the Employment Period, unless the Executive shall not, and shall cause its Subsidiaries not to, without have obtained the prior written consent of RMT Parentthe Board of Directors, provided that the foregoing restriction shall not be construed to prohibit the ownership by the Executive of not more than two percent (2%) of any class of securities of any corporation which is engaged in any of the foregoing businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, engage manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business other than exercising his rights as a shareholder, or seeks to do any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding of the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPC.

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it The Employee shall not, from the date hereof and shall until two years following the termination of his employment with the Company for whatever reason, whether with or without cause its Subsidiaries not to, without or otherwise (the prior written consent of RMT Parent"Restriction Period"): (a) in any manner, directly or indirectly, engage be interested in, employed by, make any loan, guaranty or other financial accommodation for, be engaged in or participate in the ownership, management, operation or control of, or act in any business that advisory, brokerage, finder or other capacity for any entity which, directly or indirectly, then competes with the SpinCo Business Company anywhere within the Territory (as it exists on that term is hereinafter defined) provided, however, that the date hereof (a “Competitive Business”) Employee may invest in any entity which may be deemed to be in competition with the United States Company hereunder, the Common Stock of which entity is "publicly held", ); provided, however, that the Employee may invest in any entity which is "publicly held" and files periodic reports under the Securities Act of 1934 so long as the Employee does not own or Canada in a manner that is material to control securities which constitute more than four percent of the SpinCo Businessvoting rights or equity ownership of such entity. Notwithstanding Without limiting the generality of the foregoing, nothing herein the Employee or any entity shall prohibit be deemed to compete with the Company if at any time during the Restriction Period the Employee or such entity engages in any aspect of the business of distributing products or services for heating ventilation and air conditioning ("HVAC") contractors. The term "products" includes without limitation heating and air conditioning equipment, controls, parts, and accessories. The term "services" includes without limitation temperature control system design and panel fabrication, technical field support and technical training. (b) The Employee shall not during the Restriction Period: (i) GPC in any manner, directly or indirectly, attempt to seek to cause any GPC Entity entity to refrain from (A) engaging dealing or doing business with the Company or assist any entity in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock doing so or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, attempting to do so; (ii) GPC from engaging with employ or retain any Person that is not its Affiliate in person who was an employee or consultant to the Company at any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or time during the preceding two years; or (iii) transactions between solicit the business of any person or among two entity who at any time was a customer or more wholly-owned Subsidiaries active prospect of GPCthe Company.

Non-Competition. In furtherance For so long as the Executive serves in any of the Merger Monarch Positions (the “Term”) and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until for a period of two years following the date that is three years after on which the Closing DateExecutive ceases, it whether due to termination, resignation, or any other reason, to hold any Monarch Position (the “Restricted Period”), the Executive shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in or have any interest in, directly or indirectly, any sole proprietorship, partnership, corporation, company, business that or any other person or entity (whether as an employee, officer, director, partner, member, agent, security holder, creditor, consultant or otherwise) that, directly competes or indirectly, engages primarily in the development, marketing, distribution, underwriting or sale of products and services competitive with the SpinCo Company Business as it exists on in any and all states in which the date hereof (a “Competitive Business”) in Company and/or any Monarch Subsidiary conducts the United States Company Business during the Term or Canada in a manner that is material to at the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as time of termination of the date hereofExecutive’s employment with the Company (the “Restricted Territory”); provided, (B) owning no more than 5% in however, that Executive may continue to hold securities of the aggregate of any class Company and/or acquire, solely as an investment, shares of capital stock or other equity interest securities of any Person engaged entity engaging in a Competitive business competitive with the Company Business, (C) acquiring and operating any Person that operates so long as the Executive does not control or acquire a diversified business that did not derive controlling interest in, or become a member of a group which exercises direct or indirect control of more than 15% five percent of, any class of its total revenue from Competitive Businesses equity security of such entity; and provided further that the Restricted Territory shall include any state in its most recently which the Company or a Monarch Subsidiary has completed fiscal year substantially all the steps necessary, including regulatory applications, to conduct the Company Business in such state; and provided, further, that the Executive’s employment by Federated National Holding Company (“FNHC”), his service on the Board of Directors of FHNC, and his positions as an officer and/or director of any Subsidiary or Affiliate of FNHC (Deach, a “Permitted FNHC Position, and collectively, the “Permitted FNHC Positions”) performing their obligations under shall be permitted in all respects throughout the Transaction DocumentsTerm and the Restricted Period and shall not be a breach of the restrictions set forth in this Section 1. As used herein, (iia) GPC from engaging the term “Subsidiary” means a partnership, corporation, limited liability company, trust or other legal entity for which FNHC, directly or indirectly, has the power to direct or cause the direction of the management and policies through the ownership of voting securities; and (b) the term “Affiliate” means any person or entity that, directly or indirectly, controls, is controlled by or under common control with FNHC. For the avoidance of doubt, the Executive’s implementation of any Person that directives of the Board of Directors of FNHC or the carrying out of the obligations of FNHC or its Subsidiaries or Affiliates under any agreement to which FNHC or a Subsidiary of Affiliate is a party, in each case while the Executive is serving in a Permitted FNHC Position, shall not its Affiliate be a breach of this Section 1 so long as any such directives or obligations are not intended to circumvent, nor do they result in any merger the circumvention of, the provisions of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCthis Agreement.

Non-Competition. In furtherance During the period commencing on the first day of the Merger Consulting Period and continuing for 12 full calendar months after the termination of the Consulting Period (the "Restricted Period"), Consultant shall not directly or indirectly or by acting in concert with others, whether as an owner, employee, partner, shareholder, officer, licensor, licensee, trustee, principal, consultant, agent, individually or in any other capacity, engage in the business of, the manufacture or sale of, or attempt to manufacture or sell, products or services similar in kind or similar in purpose to those products or services manufactured or sold by the Company, to any customer of the Company or to any person, firm or corporation in competition with the Company within the State of Ohio, Indiana or any state in which the Company has an office or facility, or any state in which the Company does business at the expiration of the Consulting Period, nor employ or attempt to employ or solicit for any employment competitive with the Company, any of the Company's employees. Consultant agrees that during the Restricted Period he will undertake no planning for or organization of any business activity competitive with the work he performs as a Consultant of the Company, nor will he combine or conspire with employees of the Company for the purpose of organizing any such competitive business activity. If Consultant violates this restrictive covenant and the transactions contemplated herebyCompany brings legal action for injunctive or other relief, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it Company shall not, and as a result of the time involved in obtaining the relief, be deprived of the benefit of the full period of the restrictive covenant. Accordingly, the restrictive covenant shall cause its Subsidiaries not tobe deemed to have the duration specified in this paragraph 3, without the prior written consent of RMT Parent, directly or indirectly, engage in any business that directly competes with the SpinCo Business as it exists on computed from the date hereof (a “Competitive Business”) the relief is granted, but reduced by the time between the period when the restriction began to run and the date of the first violation of the covenant by Consultant. If any court shall determine that the duration or geographical limit of any restriction contained in this paragraph is unenforceable, it is the intention of the parties that the restrictive covenants set forth herein shall not thereby be permitted to be terminated, but rather shall be deemed amended to the extent required to render it valid and enforceable. Such amendment shall apply only with respect to the operation of this paragraph in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as jurisdiction of the date hereof, (B) owning no more than 5% in court that has made the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCadjudication.

Non-Competition. In furtherance (a) Commencing as of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date and continuing until the date that is three years after later to occur of (i) ninety (90) days following the Closing Date, or (ii) the date of the official dissolution, liquidation or other similar proceeding or action of Seller as confirmed by the appropriate offices or agencies of the State of Delaware, the Seller agrees that it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, engage directly or indirectly, engage whether on its own account or as a shareholder (other than as a less than 1 % shareholder of a publicly-held Seller), partner, joint venturer, employee, consultant, advisor, and/or agent, of any person, firm, corporation, or other entity, in any or all of the following activities within a fifty (50) mile radius of the zero milepost of the city in which the Seller's principal place of business that directly competes with is located (the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit "Territory"): (i) GPC Enter into or any GPC Entity from (A) engaging engage in the businesses conducted by of parts distribution, service and/or maintenance of products the GPC Entities same as, similar to, or comparable to those related to the Business (excluding such businesses are collectively referred to herein as the SpinCo "Protected Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, "). (ii) GPC from engaging Solicit existing Customers or existing Suppliers wherever located, or business patronage which results in competition with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities the Purchaser or any other similar business combination involving GPC and a Person that is not of its Affiliate or affiliates in the Protected Business; (iii) transactions between Encourage or among two solicit any Employees of or more wholly-owned Subsidiaries service providers to the Business, Purchaser, or any of GPCits affiliates to leave the employment of or terminate their service relationship with Purchaser or any of its affiliates for any reason; or (iv) Promote or assist, financially or otherwise, any person, firm, association, corporation or other entity engaged in any aspect of the Protected Business. (b) If, in any judicial proceeding, a court shall refuse to enforce in such action any of the covenants included herein, then at the option of Purchaser or its affiliates, wholly unenforceable covenants shall be deemed eliminated from the provisions hereof for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants to be enforced in such a proceeding. The parties intend to have covenants enforceable to the fullest extent of the law as to scope, time and geography. (c) The parties agree that due to the unique nature of the services and capabilities of the Seller, there can be no adequate remedy at law for any breach of their respective obligations hereunder, that any such breach may allow the Seller, Seller's shareholders and/or third parties to unfairly compete with Purchaser or its affiliates resulting in irreparable harm to Purchaser or its affiliates, and therefore, that upon any such breach or any threat thereof, Purchaser or its affiliates shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. (d) The Seller acknowledges, represents and warrants to Purchaser that the covenants of each in this Section 3.2 are reasonably necessary for the protection of Purchaser's interests under this Agreement and are not unduly restrictive upon Seller.

Non-Competition. In furtherance consideration of the Merger benefits of this Agreement to Seller and Shareholder and as a material inducement to Purchaser to enter into this Agreement and to pay the transactions contemplated herebyPurchase Price, GPC covenants Seller and agrees thatShareholder, from hereby covenant and after the Closing Date until the date agree that is three for a period of five years after the Closing Date, it Seller and Shareholder shall not, and each shall cause its Subsidiaries their Affiliates (not including any family member of Shareholder) not to, without the prior written consent of RMT Parent, directly or indirectly, engage as proprietor, partner, stockholder, director, officer, employee, consultant, joint venturer, investor or in any other capacity, engage in, or own, manage, operate or control, or participate in the ownership, management, operation or control, of any entity which engages in the sale, servicing, renting, leasing, insuring or financing of new or used Class 3 through 8 trucks (not including construction equipment) in any geographical or commercial markets in which Rush or any of its Affiliates (including Purchaser) conducts such business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) Closing Date; provided, however, the foregoing shall not, in the United States any event, prohibit Seller or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit Shareholder from (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) purchasing and holding as of the date hereof, (B) owning no an investment not more than 51% in the aggregate of any class of capital stock or other equity interest publicly traded securities of any Person engaged entity which conducts such business, so long as neither Seller nor Shareholder participates in a Competitive Businessany way in the management, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% operation or control of its total revenue from Competitive Businesses in its most recently completed fiscal year such entity or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging selling or otherwise disposing of any vehicles, parts and accessories inventory or chassis kits held by the Business as of the Closing Date that are not transferred to Purchaser pursuant to the terms of this Agreement. It is further recognized and agreed that, even though the activity may not be restricted under the foregoing provision, for a period of five years following the Closing Date, neither Seller nor Shareholder shall, and each shall cause their Affiliates not to, provide any services to any person or entity which may be used against, or in conflict with any Person that is not its the interests of, Purchaser or an Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCPurchaser.

Non-Competition. In furtherance (a) For a period of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three five years after the Closing Date(the "Restricted Period"), it the Seller shall notnot engage, and shall cause its Subsidiaries not todirectly or indirectly, in any business anywhere in any state of the United States of America where the Business of the Seller is conducted as of the Closing that supplies services of the kind supplied by the Business as of the Closing or, without the prior written consent of RMT Parentthe Purchaser, directly or indirectly, engage own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any business Person that directly competes with the SpinCo Purchaser or the Business in supplying services of the kind supplied by the Business as it exists of the Closing; provided, however, that, for the purposes of this Section 5.07, ownership of securities having no more than one percent of the outstanding voting power of any competitor which are listed on any national securities exchange shall not be deemed to be in violation of this Section 5.07 as long as the date hereof (a “Competitive Business”) in the United States Person owning such securities has no other connection or Canada in a manner that is material to the SpinCo Businessrelationship with such competitor. Notwithstanding the foregoing, nothing herein the engagement by Seller in the business conducted by its Pot-Fill division as of the Closing and in the development of real estate for commercial and residential purposes shall prohibit not be deemed to be in violation of this Section 5.07. (b) As a separate and independent covenant, the Seller agrees with the Purchaser that, for a period of five years following the Closing, the Seller will not in any way, directly or indirectly, for the purpose of conducting services of the kind supplied by the Business as of the Closing, (i) GPC call upon, solicit, advise or otherwise do, or attempt to do, business with any GPC Entity from (A) engaging customers of the Business with whom the Business or the Seller had any dealings during the period of time in which the businesses conducted Business was owned by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock Seller or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging take away or interfere or attempt to interfere with any Person that is not its Affiliate in custom, trade, business or patronage of the Business or interfere with or attempt to interfere with any merger officers, employees, representatives or agents of GPC, any tender offer for GPC’s publicly traded securities the Business (or any officers, employees, representatives or agent's employees during the most recent six-month period) or induce or attempt to induce any of them to leave the employ of the Purchaser or violate the terms of their contracts, or any employment arrangements, with the Purchaser. (c) The Restricted Period shall be extended by the length of any period during which the Seller is in breach of the terms of this Section 5.07. (d) The Seller acknowledges that the covenants of the Seller set forth in this Section 5.07 are an essential element of this Agreement and that, but for the agreement of the Seller to comply with these covenants, the Purchaser would not have entered into this Agreement. The Seller acknowledges that this Section 5.07 constitutes an independent covenant that shall not be affected by performance or nonperformance of any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries provision of GPCthis Agreement by the Purchaser.

Non-Competition. In furtherance consideration of the Merger and the transactions contemplated herebyby this Agreement and in order to preserve and protect the goodwill and value of the Business and the Purchased Assets conveyed hereunder, GPC covenants the PMG Companies and agrees thatPMG hereby agree as follows: (i) During the period beginning on (x) the Closing, from with respect to any any PMG Company and after to each Seller that is not a PMG Executive, and ending on the third (3rd) anniversary of the Closing, (y) the termination of his Employment Agreement, with respect to each PMG Executive, and ending on the latter to occur of (A) third (3rd) anniversary of the Closing Date until and (B) the date that is three years after first (1st) anniversary of such termination (in each case, the Closing Date“Non-Competition Period”), it shall notno PMG Company nor any Seller will, and shall will cause its Subsidiaries not toor permit any of such PMG Company’s or Seller’s agents or Affiliates, without the prior written consent of RMT Parent, either directly or indirectly, engage participate in any Restricted Business. For purposes of this Agreement, (A) the term “Participate” means to have any direct or indirect interest, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, owner or otherwise provided that the term “Participate” shall not include ownership of less than two percent (2%) of a class of stock of a publicly-held corporation which is traded on a national securities exchange or in the over-the-counter market, so long as the Company or such Seller does not have any active participation in the business that directly competes with or management of such entity; and (B) the SpinCo Business as it exists on the date hereof (a term “Competitive Restricted Business”) in ” means any enterprise, business or venture anywhere within the United States or Canada of America and/or any other geographic areas in a manner that which the Company transacted business within the twenty-four (24) month period prior to Closing, which is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging active in the businesses conducted by provisioning of any form of non-theatrical content, including the GPC Entities (excluding provision of operational, technical, post-production, logistics or management services, or is otherwise competitive with the SpinCo Business) Company as of the date hereofClosing. The foregoing restriction shall not prevent Sellers from continuing their ownership interest in Images In Motion (L) Inc., (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCMalaysian corporation.

Non-Competition. In furtherance of (i) During your employment, the Merger Assignment and for the transactions contemplated hereby24-month period which immediately follows the Assignment, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it shall you will not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parentthe Company, directly either as principal, agent, consultant, employee, officer, director, or indirectlyotherwise, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States work or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from other activity (A) engaging in or directly related to the businesses conducted by specific areas or subject matters in which you worked during your employment or the GPC Entities Assignment or (excluding B) involving or directly related to Confidential Information of which you became aware or to which you had access during such employment or the SpinCo Business) as Assignment. You shall consult the Company before entering upon any activity which might violate the provisions of this paragraph, it being understood that your activities shall be limited hereby only to the extent that such limitation is reasonably necessary for the protection of the date hereofCompany's interests for the period determined in accordance with this paragraph. (ii) If, because of restrictions imposed in or pursuant to this Section 9(e), you are unable to obtain employment during such 24-month period consistent with your experience or employment qualifications and as long as you are diligently seeking employment, you understand that the Company will pay to you each month, so long as such restrictions remain in effect, a sum equal to one-twelfth (1/12) of the annual fee during the Assignment, less the total of (A) any and all compensation paid or due to you for any other employment in which you engaged during such month (whether part- or full-time, temporary or permanent, of a consulting nature, or otherwise), (B) owning no more than 5% in the aggregate of any class of capital stock and all retirement, pension, disability or other equity interest of any Person engaged in a Competitive Businesssimilar income you received from the Company during such month, and (C) acquiring any unemployment compensation you received during such month, such payment to be made only upon the receipt from you with respect to such month of a written statement setting forth your certification as to (1) the compensation paid or due to you for any other employment and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documentsunemployment compensation, (ii2) GPC from engaging your efforts to obtain employment consistent with any Person that is not its Affiliate in any merger your experience and employment qualifications, and (3) that, despite your conscientious efforts, you have unable to obtain such employment because of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCsuch restrictions.

Non-Competition. In furtherance (a) The Parties hereto acknowledge and agree that the Purchaser would not have acquired the assets of the Merger Seller unless Cook agreed to enter into th▇▇ ▇greement. Accordingly, Cook and the transactions contemplated herebySeller, GPC covenants and agrees jointly ▇▇▇ severally, agree that, for a period of eighteen (18) months from and after the Closing Effective Date until (the date "Term"), neither of them shall do any of the following: (1) Solicit for employment or employ to or for the benefit or account of any person or entity other than the Purchaser any employee of the Purchaser during the period that such employee is three years after employed by the Closing Date, it shall notPurchaser, and for a period of three (3) months after such employee has left the employment of the Purchaser, nor shall cause its Subsidiaries not to, without the prior written consent any of RMT Parentthem urge, directly or indirectly, any of the Purchaser's customers, suppliers or employees to discontinue, in whole or in part, doing business with the Purchaser. (2) Directly or indirectly engage or be involved in any way, either as a consultant, independent contractor, proprietor, stockholder, partner, member, manager, officer, director, employee, developer or otherwise, in any business that directly competes with the SpinCo Business as it exists on the date hereof operates an online cattle information web site or domain. (a “Competitive Business”b) in the United States or Canada in a manner The Parties hereto agree that is material to the SpinCo Business. Notwithstanding extent that any provision or portion of Section 1(a) of this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified only to the foregoingextent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law; and the Parties hereto do further agree that any court of competent jurisdiction shall, nothing herein and the Parties hereto do hereby expressly authorize, request and empower any court of competent jurisdiction to, enforce any such provision or portion thereof or to modify any such provision or portion thereof in order that any such provision or portion thereof shall prohibit (i) GPC or any GPC Entity from (A) engaging in be enforced by such court to the businesses conducted fullest extent permitted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCapplicable law.

Non-Competition. (a) In furtherance of consideration for: the Merger promotion to Chief Stores and Real Estate Officer and the transactions contemplated herebycorresponding $75,000.00 gross salary increase, GPC Executive further covenants and agrees thatthat during the Term of Employment and during the one (1) year period immediately following the Termination Date (the "Non-Competitive Period"), from and after the Closing Date until the date that is three years after the Closing Date, it Executive shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage 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 that directly competes advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the SpinCo Business as it exists Company or any subsidiaries and affiliates, in any geographic area in which the Executive provided services or had a material presence or influence on behalf of the date hereof (a “Competitive Business”) Company, whether in the United States States, Canada, Europe or Canada elsewhere during the two years prior to Executive’s separation from the Company; provided, however, that Executive may own any securities of any corporation which is engaged in a manner that such business and is material publicly owned and traded but in an amount not to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit exceed at any one time one percent (i1%) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly: (1) request or cause any suppliers or customers with whom the Company or any of its subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will; or (2) solicit, hire, interfere with or entice from the Company or any of its subsidiaries or affiliates any employee (or former employee who has been separated from service for less than 12 months) of the Company or any of its subsidiaries or affiliates. (b) If any portion of the restrictions set forth in this paragraph 10 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. For the purposes of this paragraph 10, a business competitive with the products and services of the Company (or such subsidiaries and affiliates) is limited to a specialty retailer which primarily distributes, sells or markets so-called "big and tall" apparel of any Person engaged in a Competitive Business, (C) acquiring kind for men or which utilizes the "big and operating any Person that operates a diversified business that did not derive more than 15% tall" retail or wholesale marketing concept as part of its total revenue business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties and responsibilities on behalf of the Company are of a worldwide nature, that its sales and marketing prospects are for continued expansion throughout the world and therefore, the territorial and time limitations set forth in this paragraph 10 are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries and affiliates. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or time limitation to the area or period which such court shall deem reasonable. (d) The existence of any claim or cause of action (a claim or cause of action is defined as a claim or cause of action which results from Competitive Businesses in its most recently completed fiscal year or (Da breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) performing their obligations under by Executive against the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities Company or any other similar business combination involving GPC and subsidiary or affiliate shall not constitute a Person that is not its Affiliate defense to the enforcement by the Company or (iii) transactions between any subsidiary or among two affiliate of the foregoing restrictive covenants, but such claim or more wholly-owned Subsidiaries cause of GPCaction shall be litigated separately.

Non-Competition. In furtherance of (a) Until such date as there is no Stockholder Designee then serving on the Merger Board pursuant to this Agreement, the Stockholders and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it Management Company shall not, and shall cause its Subsidiaries their respective controlled Affiliates not to, without the prior written consent of RMT Parent, directly or indirectly, engage acquire, hold or otherwise invest in or Beneficially Own any of the companies set forth on Schedule 4.4 (each such company and its successors and assigns (by reason of merger, consolidation, spin-off or split-off, or sale of all or substantially all of the assets or similar transaction or series of related transactions), a “Competitor”). Notwithstanding anything to the contrary in this Section 4.4(a), it shall not be a violation of this Section 4.4(a), and the Stockholders and the Management Company and their respective controlled Affiliates shall not be prohibited in any business that manner from, directly competes or indirectly, acquiring, holding or otherwise investing in or Beneficially Owning (or causing any of their respective controlled Affiliates to, directly or indirectly, acquire, hold or otherwise invest in or Beneficially Own) (i) any securities or assets of any Person through any employee benefit plan or pension plan, (ii) securities of any Competitor having less than 5% of the outstanding voting power of such Person, so long as neither the Management Company, the Stockholders nor any of their respective controlled Affiliates control such Competitor, or (iii) any securities of any Person or any assets that, in either case, are disposed of by a Competitor in a divesture or similar transaction where such Person or assets so disposed of by the Competitor is not directly competitive with the SpinCo Business as it exists business conducted by the Company and the Target on the date hereof (a “Competitive Business”) hereof. The noncompetition covenants contained in this Agreement shall be deemed to apply separately, not collectively, to each city, county, state and country of any geographic area in which the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC Company or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) Company Subsidiary conducts its business as of the date hereofhereof and shall be severable as to each such city, (Bcounty, state and country of any such geographic area. It is the desire and intent of the parties hereto that the provisions of this Section 4.4(a) owning no more than 5% shall be enforced to the fullest extent permitted under the Laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 4.4(a) is unenforceable, such court will have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties hereto that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Section 4.4(a) in the aggregate jurisdiction of any class the court that has made the adjudication. For the avoidance of capital stock doubt, if the Stockholder Designees resign from the Board for the purpose, in whole or other equity interest in part, of any Person engaged the Stockholders and the Management Company (and each of their respective controlled Affiliates) no longer being subject to the restrictions set forth in a Competitive Businessthis Section 4.4, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% the right of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCACP to designate Stockholder Designees pursuant to Section 3.1 shall be terminated permanently.

Non-Competition. In furtherance (a) During the term of this Agreement or any renewal thereof, and at the Company's option for a period of up to one year thereafter, should the Executive's contract not be renewed, the Executive agrees that he will not within the geographical area of the Merger and the transactions contemplated herebyUnited States, GPC covenants and agrees thatengage, from and after the Closing Date until the date that is three years after the Closing Date, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, either directly or indirectly, engage in individually or as an owner, partner, joint venturer, employee, officer, director, stockholder, consultant, independent contractor or lender of or to any corporation, holding company or other business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada entity which is in a manner business similar to that is material to of the SpinCo BusinessCompany or any of its affiliates. Notwithstanding the foregoing, nothing herein shall prohibit the Executive (ias hereinbefore described in Section 2(d)) GPC may own five (5%) percent of the securities of any business in competition with the business of the Company or any GPC Entity from (A) engaging of its affiliates, which securities are regularly traded on a public exchange, provided that any such ownership shall not result in the businesses conducted Executive becoming a record or beneficial owner at any time of more than five (5%) percent of equity securities of said business entity. In the event that the Company chooses to exercise its option to prevent the Executive from competing with the Company following termination of his employment, the Company shall notify the Executive in writing within two (2) weeks following his last day of employment, specifying the period of up to one year during which such competitive activity shall be prohibited. In the event the Company exercises its option, the Company shall continue to pay Executive his then applicable Base Salary for the period during which the Executive is prohibited from competition with the Company. (b) The Executive shall not during the term of his Employment under this Agreement or any renewal thereof, and for a period of one (1) year thereafter, employ, retain or arrange to have any other person or entity employ or retain any person who was employed by the GPC Entities Company or any of its affiliated companies having a salary of at least U.S. $50,000 per annum during the term of this Agreement or any renewal thereof. (excluding the SpinCo Businessc) as If any provision of this Section is held to be unenforceable because of the date hereofscope, (B) owning no more than 5% in the aggregate of any class of capital stock duration or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% area of its total revenue from Competitive Businesses applicability or otherwise, the legal entity making that determination will have the power to modify the scope, duration or area, or all of them, and the provision will then apply in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCmodified form.

Non-Competition. (a) In furtherance partial consideration of the Merger payment of the Purchase Price, as set forth in Section 2.03, the Seller and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date Purchaser agree that is three for a period of two (2) years after the Closing Date(the “Restricted Period”), it the Seller shall not, and shall cause its Subsidiaries his Affiliates not toto engage, directly or indirectly, in any business anywhere in the world that manufactures, produces or supplies products or services of the kind manufactured, produced or supplied by the Business or the Company as of the Closing Date or, without the prior written consent of RMT Parentthe Purchaser, directly or indirectly, engage own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as a partner, stockholder, consultant or otherwise, any business Person that directly competes with the SpinCo Purchaser or the Business as it exists on in manufacturing, producing or supplying products or services of the date hereof (a “Competitive Business”) in the United States kind manufactured, produced or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted supplied by the GPC Entities (excluding Business or the SpinCo Business) Company as of the date hereofClosing Date; provided, (B) owning however, that, for the purposes of this Section 5.04, ownership of securities having no more than 5% one percent of the outstanding voting power of any competitor which is listed on any national securities exchange or traded actively in the aggregate national over-the-counter market shall not be deemed to be in violation of this Section 5.04 so long as the Person owning such securities has no other connection or relationship with such competitor. (b) The Seller acknowledges that the covenants of the Seller set forth in this Section 5.04 are an essential element of this Agreement and that, but for the agreement of the Seller to comply with these covenants, the Purchaser would not have entered into this Agreement. The Seller acknowledges that this Section 5.04 constitutes an independent covenant and shall not be affected by performance or nonperformance of any class other provision of capital stock or other equity interest of any Person engaged this Agreement by the Purchaser. The Seller has independently consulted with its counsel and after such consultation agrees that the covenants set forth in a Competitive Business, (C) acquiring this Section 5.04 are reasonable and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCproper.

Non-Competition. In furtherance consideration of the Merger payments and benefits to be received by Executive under this Agreement and for other good and valuable consideration, the transactions contemplated herebyreceipt and sufficiency of which are hereby acknowledged by Executive, GPC covenants and Executive agrees that, during the Term, Executive will refrain from and after the Closing Date until the date that is three years after the Closing Date, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parentcarrying on any business, directly or indirectly, engage in which provides any business that directly competes with the SpinCo Business as it exists on the date hereof USI Business, except (a “Competitive Business”a) in the United States normal course of business on behalf of any USI Company during the term of Executive’s employment under this Agreement; or Canada (b) with the Company’s prior written consent. The term “carrying on any business” shall mean to act as a sole proprietor, partner, member of a limited liability company, stockholder, officer, director, employee, manager, trustee, agent, advisor, joint venturer, or consultant of, with or to, any business, or otherwise to own, manage, operate, control or participate in the ownership, management, operation or control of, or engage in, any business. It is expressly agreed that this Section 7.2 is not intended to restrict or prohibit the ownership by Executive of stock or other securities of a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit publicly-held corporation in which Executive (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as does not possess beneficial ownership of the date hereof, (B) owning no more than 5% in of the aggregate of any class of voting capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, such corporation and/or (ii) GPC from engaging with any Person that is does not its Affiliate participate in any merger management or advisory capacity. In addition, it is also agreed that this Section 7.2 shall not prohibit Executive from serving as a director pursuant to the terms of GPCSection 2.3 during the term of his employment under this Agreement. It is the desire and intent of the parties that the provisions of this Section 7.2 shall be enforced under the laws and public polices applied in each jurisdiction in which enforcement is sought. Accordingly, if any tender offer particular provision of this Section 7.2 is adjudicated to be invalid or unenforceable or shall for GPCany reason be held to be excessively broad as to duration, geographic scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable laws and such provision shall be deemed modified and amended to the extent necessary to render such provision enforceable in such jurisdiction. If Executive challenges the enforceability of the provisions of this Section 7.2 in whole or in part, then, without limiting any remedy available to the Company (including specific performance of the covenants contained in Sections 6 and 7 hereof) Executive shall have forfeited any right to any payments and benefits under this Agreement that he has not already received, without such forfeiture constituting an election of remedies on Executive’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCpart.

Non-Competition. In furtherance The Company agrees to provide the Consultant with Confidential Information, which the Consultant has not had access to or knowledge of before the execution of this Agreement. The Consultant agrees that to protect the Company’s Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promises between the Company and Consultant in this Agreement: The Consultant agrees that during the Term and for a period of two (2) years following any termination or expiration of the Merger and Term (the transactions contemplated hereby“Non-Compete Period”), GPC covenants and agrees thatneither the Consultant nor any Affiliate (as hereinafter defined) of the Consultant shall, from and after unless acting on behalf of the Closing Date until the date that is three years after the Closing Date, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT ParentCompany, directly or indirectly, engage as owner, partner, joint venturer, member, manager, employee, consultant, stockholder, broker, agent, principal, trustee, director, licensor or in any capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business that directly competes advice with respect to, contribute knowledge to, or have any connection with any business engaged in (a) activities in competition with the SpinCo Business as it exists on Company in any geographic area or market in which the date hereof Company or any of its Affiliates is operating, or (b) activities in any geographical area or market in which the Company or any of its Affiliates is actively pursuing or formulating a plan to pursue operations during the Consulting Term (collectively, a “Competitive BusinessMarket”); provided, however, that the Consultant may own any 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 two percent (2%) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest securities of such corporation. The restrictive covenant contained in this Article X is a covenant independent of any Person engaged other provision of this Agreement, and the existence of any claim which the Consultant may allege against the Company, whether based on this Agreement or otherwise, shall not prevent the enforcement of this covenant. For purposes of determining the termination of the Non-Compete Period, the length of time for which this covenant not to compete shall be in a Competitive Business, (C) acquiring and operating force shall not include any Person that operates a diversified business that did not derive more than 15% period of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities violation or any other similar business combination involving GPC period required for litigation during which the Company seeks to enforce this covenant. In the event that this covenant not to compete shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action. As used in this Agreement, “Affiliate” of any person means any person, directly or indirectly, controlling, controlled by or under common control with such person, and a Person that includes any person who is an officer, director or employee of such person, any person who would be deemed to be an “affiliate” or an “associate” of such person, as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, and, in the case of the Consultant, any of his family members. As used in this definition, “controlling” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, partnership or other ownership interests, by contract or otherwise). Following the expiration of the Non-Compete Period, Consultant shall continue to be obligated under Article VII not its Affiliate to use or (iii) transactions between or among two or more wholly-owned Subsidiaries disclose Confidential Information of GPCthe Company so long as it shall not be publicly available.

Non-Competition. In furtherance of the Merger and the transactions contemplated hereby(a) Until September 30, GPC covenants and agrees that1998, from and after the Closing Date until the date that is three years after the Closing Date, it shall Employee will not, and shall cause its Subsidiaries not to, without unless acting with the prior written consent of RMT Parentthe Board of Directors of the Company, directly or indirectly, engage own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, advisor, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) or enterprise engaged in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC the design, marketing, or any GPC Entity from sale of (A) engaging integrated circuits for frequency timing generation control functions for personal computers/workstations, or (B) integrated circuits for local area network applications, or (ii) any other business in which the businesses conducted by the GPC Entities (excluding the SpinCo Business) Company or any of its subsidiaries or affiliates is engaged as of the date hereofEffective Date, or which the Company by written notice to the Employee given within 30 days after the Effective Date advises him that it intends to pursue within the 6-month period following the Effective Date (Btogether, the "Business"). It is recognized by Employee that the Business as engaged in by the Company is and will continue to be international in scope, and that geographical limitations on this non-competition covenant (and the non- solicitation covenant set forth in Section 8 below) owning no are therefore not appropriate. (b) The foregoing restriction shall not be construed to prohibit the ownership by Employee of not more than 5% in the aggregate of any class of capital stock or other equity interest securities of any Person corporation which is engaged in the Business having a Competitive Businessclass of securities registered pursuant to the Securities Exchange Act of 1934, (C) acquiring as amended, provided that such ownership represents a passive investment and operating that neither Employee nor any Person that operates a diversified business that did not derive more than 15% group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its total revenue from Competitive Businesses financial obligations, otherwise takes any part in its most recently completed fiscal year business other than exercising his rights as a shareholder, or (D) performing their obligations under seeks to do any of the Transaction Documentsforegoing. In addition, (ii) GPC from engaging with any Person that is the foregoing restriction shall not its Affiliate be construed to prohibit the employment of Employee by an entity engaged in any merger of GPCthe Business as long as Employee does not, any tender offer for GPC’s publicly traded securities directly or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCindirectly, participate in the business.

Non-Competition. In furtherance (a) To induce the Corporation to enter into this Agreement, and in consideration thereof, and in consideration of the Merger and grant of certain options under the transactions contemplated herebyOption Plan, GPC covenants and the Executive agrees that, from during the term of this Agreement and after the Closing Date until the date that is three for a period of two years after the Closing Datetermination of this Agreement (the "Restricted Period"), it he shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage for his own account or for the account of others, as an officer, director, stockholder, owner, partner, employee, promoter, consultant, manager or otherwise, participate in the promotion, financing, ownership, operation, or management of, or assist in or carry on through a proprietorship, corporation, partnership or other form of business entity or otherwise, any business that directly which competes with the SpinCo Business as it exists on Corporation in any area in which the date hereof (a “Competitive Business”) Corporation is engaged in the United States or Canada is actively planning to engage in a manner that is material related to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) production of polypropylene fabrics and fibers activities as of the date hereofof such termination. Nothing in this Section 10 shall prohibit Executive from acquiring or holding any issue of stock or securities of any person that has any securities registered under Section 12 of the Exchange Act, listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc. so long as (Bi) owning no Executive is not deemed to be an "affiliate" of such person as such term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act of 1933, as amended, and (ii) Executive and/or members of his immediate family or persons under his control do not own or hold more than 5% in the aggregate of any class of capital stock or other equity interest voting securities of any Person engaged such person. (b) To induce the Corporation to enter into this Agreement, and in consideration thereof, the Executive agrees that during the Restricted Period, the Executive shall not, whether for his own account or for the account of any other person (excluding the Corporation), (a) solicit or contact in an effort to do business with any person who was a customer of the Corporation during the term of this Agreement, or any affiliate of any such person, if such solicitation or contact is in competition with the Corporation, (b) solicit or induce any of the employees of the Corporation or (c) Executive has carefully read and considered the provisions of this Section 10 and, having done so, agrees that the restrictions set forth in this Section 10 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Corporation, its officers, directors, employees, creditors and shareholders. Executive understands that the restrictions contained in this Section 10 may limit his ability to engage in a Competitive Businessbusiness similar to the Corporation's business, (C) acquiring but acknowledges that he will receive sufficiently high remuneration and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue other benefits from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPCCorporation hereunder to justify such restrictions.

Non-Competition. In furtherance of (a) Except as otherwise provided in Section 3(a) hereof, during the Merger Term and any period during which Executive receives any severance payments hereunder (the transactions contemplated hereby"Noncompetition Period"), GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it Executive shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “Competitive Business”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any tender offer either for GPC’s publicly traded securities himself or any other similar person, own, manage, control, participate in, invest in, permit his name to be used by, act as consultant or advisor to, render services for (alone or in association with any individual, entity or other business combination involving GPC organization) or otherwise assist in any manner any individual or entity that engages in or owns, invests in, manages or controls any venture or enterprise engaged in (each, a "Competitive Activity") the ownership, management, acquisition or development of multifamily residential properties. Executive will not in any manner induce, attempt to induce or assist others to induce or attempt to induce any investor, client or tenant of the Company to terminate its, his or her association with the Company or do anything to interfere with the relationship between the Company and any of its customers, clients, tenants or persons or concerns dealing with the Company during the Noncompetition Period. Executive shall not, without the prior consent of a Person majority of the Company's independent directors, solicit, hire away or employ any person who is an employee of the Company during the Noncompetition Period. (b) In the event that is not any restriction contained in this Section 17 shall be held too broad to allow enforcement of such restriction to its Affiliate or full extent, then such restriction shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictions. (iiic) transactions between or among two or more wholly-owned Subsidiaries Executive acknowledges and agrees that the Company's remedy at law for any breach of GPChis obligations under this Section 17 may be inadequate, and agrees and consents that temporary and/or permanent injunctive relief may be entered enjoining him from breaching this Agreement and further agrees that any proceeding which may be brought to enforce any provision of this Section 17 without being requested to prove actual damages as a result of the premature breach of this Agreement.

Non-Competition. In furtherance As a material inducement to Parent’s consummation of the Merger Contemplated Transactions, including Parent’s acquisition of the goodwill associated with the business of the Company and the transactions contemplated herebySubsidiaries, GPC covenants and each of the Shareholders agrees thatas follows: (a) Such Shareholder will not, from and after for a period of two (2) years following the Closing Date until (computed by excluding from such computation any time during which such Shareholder is found by a court of competent jurisdiction to have been in violation of any provision of this Section 7.5(a)) (the date that is three years after the Closing Date, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent“Restricted Period”), directly or indirectly, for himself or on behalf of or in conjunction with any other Person, engage in, invest in or otherwise participate in (whether as an owner, employee, officer, director, manager, consultant, independent contractor, agent, partner, advisor, or in any other capacity) any business that directly competes with the SpinCo Business as it exists on business of any of the date hereof Company, the Subsidiaries or the Surviving Entity (a such business, the “Competitive Restricted Business”) in any Restricted Area, or at any time following the United States Closing Date make any use of any Company Intellectual Property other than in connection with the business of any of the Company, the Subsidiaries or Canada in a manner that is material to the SpinCo BusinessSurviving Entity. Notwithstanding the foregoingabove, nothing herein the foregoing covenant shall not be deemed to prohibit the acquisition as a passive investment of not more than two percent (2%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter and shall not be deemed to prohibit the acquisition of any capital stock of Parent. (b) Such Shareholder will not, for a period of two (2) years following the Closing Date (computed by excluding from such computation any time during which such Shareholder is found by a court of competent jurisdiction to have been in violation of any provision of this Section 7.5(b)), directly or indirectly, for himself or on behalf of or in conjunction with any other Person, (i) GPC solicit or hire (or assist or encourage any other Person to solicit or hire), or otherwise interfere in any manner with the employment or consulting relationship of, any Person who is an employee or consultant of any of Parent, the Company, the Subsidiaries, the Surviving Entity or any GPC Entity from of Parent’s other subsidiaries (A) engaging in the businesses conducted each, a “Restricted Entity”), other than by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock general public advertisement or other equity interest of such general solicitation not specifically targeted at any Person engaged in a Competitive Business, (C) acquiring and operating any Person that operates a diversified business that did not derive more than 15% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documentssuch Person, (ii) GPC from engaging induce or request any customer of any Restricted Entity to reduce, cancel or terminate its business with a Restricted Entity or otherwise interfere in any manner in any Restricted Entity’s business relationship with any Person that is not of its Affiliate in any merger of GPCcustomers, any tender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between solicit or accept business from any customer of any Restricted Entity in connection with a Restricted Business. For purposes of this Section 7.5(b), a Person shall be deemed to be an employee, consultant or customer of any Restricted Entity if any such relationship existed or exists at any time (A) during the thirty (30) days prior to the execution of this Agreement or (B) after the Closing Date and during the operation of this provision, and any such Person shall cease to have the applicable status one year after the termination of any such relationship. (c) Such Shareholder agrees that the foregoing covenants are reasonable with respect to their duration, geographic area and scope, to protect, among two other things, Parent’s acquisition of the goodwill associated with the business of the Company and the Subsidiaries. If a judicial or more wholly-owned Subsidiaries arbitral determination is made that any provision of GPCthis Section 7.5 constitutes an unreasonable or otherwise unenforceable restriction against a Shareholder, then the provisions of this Section 7.5 shall be rendered void with respect to such Shareholder only to the extent such judicial or arbitral determination finds such provisions to be unenforceable. In that regard, any judicial or arbitral authority construing this Section 7.5 shall be empowered to sever any prohibited business activity, time period or geographical area from the coverage of any such agreements and to apply the remaining provisions of this Section 7.5 to the remaining business activities, time periods and/or geographical areas not so severed. Moreover, in the event that any provision, or the application thereof, of this Section 7.5 is determined not to be specifically enforceable, Parent shall nevertheless be entitled to recover monetary damages as a result of the breach of such agreement. (d) Such Shareholder acknowledges that he has carefully read and considered the provisions of this Section 7.5. Such Shareholder acknowledges that he has received and will receive sufficient consideration and other benefits to justify the restrictions in this Section 7.5. Such Shareholder also acknowledges and understands that these restrictions are reasonably necessary to protect interests of Parent, including protection of the goodwill acquired, and such Shareholder acknowledges that such restrictions will not prevent him from conducting businesses that are not included in the Restricted Business set forth in this Section 7.5 during the periods covered by the restrictive covenants set forth in this Section 7.5. Such Shareholder also acknowledges that the Contemplated Transactions constitute full and adequate consideration for the execution and enforceability of the restrictions set forth in this Section 7.5.