Common use of Non-Competition Clause in Contracts

Non-Competition. (a) Executive agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one two (12) year period immediately following the Termination Date termination of Executive’s employment hereunder (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph Section 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 Section 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 Section 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 non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive Employee agrees that during if his employment is termi­nated for any reason or if he leaves the Term employ of Employment and during the one Company for any reason, for a period of three (13) year period immediately following years from the Termination Date (the “Non-Competitive Period”)date of such termination of employment, Executive shall not, he will not directly or indirectlyindirect­ly, as owner, partner, joint venturerventure, stockholder, employee, broker, agent, principal, trustee, corporate officer, officer or director, licensor, licensor or in any capacity whatsoever, whatsoever engage in, become financially finan­cially interested in, be employed by, render any consultation or business advice with respect consulting services to, accept any competitive business on behalf of, or have any connection with with, any business which is competitive competi­tive with products or services the business activities of the Company or any subsidiaries and affiliatesits subsid­iaries ("Competitive Business"), in any geographic area in which where, during the time of his employment, the business of the Company or any of its subsidiaries is being or affiliates are then conducting had been conducted in any manner whatsoever, or proposing hire or attempt to conduct businesshire for any Competitive Business any employee of the Company or any subsidiary thereof, includingor solicit, without limitationcall on or induce others to solicit or call on, directly or indirectly, any customers or prospective custom­ers of the United States Company for the purpose of America and its possessions, Canada and Europeinducing them to purchase or lease a product or service which may compete with any product or service of the Company; provided, however, that Executive Employee 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 one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 affiliatescompany. (b) If any portion of the restrictions set forth in this paragraph 10 (a) should, for any reason whatsoever, be declared invalid by a court of competent 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges The Employee declares 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 foregoing 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 affiliatesCompany. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive Employee agrees to the reduction of the either said territorial or time limitation to the such area or period which such said court shall deem have deemed 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive Employee against the Company or any subsidiary or affiliate other than under this Agreement shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) In consideration for the consideration set forth in the Employment Agreement and the payment of severance benefits set forth in Section 7 of the Employment Agreement, Executive further covenants and agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Executive provided services or any had a material presence or influence on behalf of its subsidiaries or affiliates are then conducting or proposing to conduct businessthe Company, including, without limitation, whether in the United States of America and its possessionsStates, Canada and EuropeCanada, Europe or 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 such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, 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 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 3 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 103, 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 kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 3 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one two (12) year period immediately following the Termination Date termination of Executive’s employment hereunder (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 10Section 9, 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 Section 9 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 non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year period immediately Severance Period following the Termination Date termination of Executive's employment hereunder (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, (i) any business which is competitive with products or services of the Company or any of its subsidiaries and affiliates, in any geographic area in which the United States of America, Central and South America, Canada, The People's Republic of China and Southeast Asia where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries was being conducted or affiliates are then conducting was proposed to be conducted in any manner whatsoever or proposing to conduct business, including, (ii) any business conducted under any corporate or trade name utilized by the Company or any name similar thereto without limitation, the United States prior written consent of America and its possessions, Canada and Europethe Company; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, directly or indirectly, during the Non-Competitive Period, directly or indirectly, 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 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 natureUnited States, that its sales and marketing prospects are for continued expansion throughout the world ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ and that, therefore, the territorial and time limitations set forth in this paragraph 10 Section 9 are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries and affiliatessubsidiaries. 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. (e) In the event Executive's employment with the Company terminates for any reason other than termination by the Company within one year following a Change in Control of the Company, the Company and Executive agree that in consideration of the payments being made to Executive during the Severance Period, Executive shall be available during the Severance Period to advise and consult with the Board of Directors, the President and other officers of the Company and its subsidiaries with respect to the affairs of the Company and its subsidiaries on a part-time basis, in response to requests for such advisory and consulting services by the Board of Directors, or other officers of the Company or its subsidiaries, subject to the conditions that (i) such services shall be performed within the United States of America, (ii) Executive shall not be required to devote a major portion of his time to such services, (iii) such services shall not unreasonably interfere with the performance of other employment or consulting duties Executive may have, (iv) Executive shall not be required to perform such services during usual vacation periods and reasonable periods of illness or other incapacitation, (v) such services shall be performed at times and places as shall be chosen by Executive, and which will result in the least inconvenience to Executive, and (vi) all other provisions of this Section 9 shall apply. The Company shall reimburse Executive for actual out-of-pocket expenses incurred in rendering the services performed by Executive upon the request of the Board of Directors, or other officers of the Company or its subsidiaries, payable at the end of each month during such period. Notwithstanding the foregoing, in the event that Executive seeks full-time employment with a third party and such third party will not accept Executive's services for as long as he is committed under this subsection (e) to provide consulting services to the Company, then if the Board of Directors of the Company determines in its reasonable discretion that Executive's employment with the third party will not cause him to breach the provisions of Section 9 of this Agreement (other than this subsection (e)) and Executive provides the Board of Directors with a letter signed by the third party stating that such third party will not accept Executive's services as described above, the provisions of this subsection (e) shall immediately terminate and be of no further force or effect. (f) Notwithstanding anything herein to the contrary, this Section 9 shall automatically terminate if the Company terminates Executive's employment within one year following the effective date of a Change in Control of the Company, or if the Company fails to make any payments due to Executive under Sections 7(g), 7(i), 7(j) or 9(e).

Non-Competition. Executive acknowledges and recognizes the highly competitive nature of the Corporation and its affiliates and Executive accordingly covenants and agrees, that at all times for a period of twelve (12) consecutive months subsequent to the end of the Term or the Date of Termination, whichever occurs earlier, as follows: (a) Executive agrees will not directly or indirectly own, manage, operate, finance, join control or participate in the ownership, management, organization , financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with any business or enterprise engaged in a business the same as or substantially similar to the business of the Corporation and its affiliates except as a holder of fewer that during 5% of the Term outstanding shares or other equity interests of Employment a company whose shares or other equity interests are registered under Section 12 of the Exchange Act. (b) Executive will not directly or indirectly induce any employee of the Corporation or any of its affiliates to engage in any activity in which Executive is prohibited from engaging by subparagraph (a) above or to terminate their employment with the corporation or any of its affiliates, and during will not directly or indirectly employ or offer employment to any person who was employed by the one Corporation or any of its affiliates unless such person shall have been terminated without cause or ceased to be employed by any such entity for a period of at least 12 months. (1c) year period immediately following Executive will not use or permit his name to be used in connection with any business or enterprise engaged in the Termination Date business the same as or similar to Corporation or its affiliates or any other business engaged in by Corporation or any of its affiliates. (d) Executive will not use the “Non-Competitive Period”)name of the Corporation or any 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. (e) Executive shall notwill not make any statement or take any action intended to impair the goodwill or the business reputation of the Corporation or any of is affiliates, or to be otherwise detrimental to the interests of the Corporation or any of its affiliates, including any action or statement intended, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services to benefit a competitor of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Corporation or any of its subsidiaries affiliates, except as may be required by applicable law or affiliates are then conducting by a local, state or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that federal regulatory agency. (f) Executive may own will not (a) disclose 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 one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company customer lists or any part thereof to any person, firm, corporation, association or other entity for any reason or purpose whatsoever; (b) assist in obtaining any of the Corporation's customers for any other similar business; (c) encourage any customer to terminate, change or modify its subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company Corporation; or any of its subsidiaries (d) solicit or affiliates divert or otherwise compromise attempt to solicit or divert the Company’s good will or 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 affiliatesCorporation's customers. (bg) If The Corporation shall have the right, subject to applicable law, to inform any portion other third party that the Corporation reasonably believes to be, or to be contemplating participating with Executive or receiving from Executive properties of the Corporation in violation of this Agreement and of the rights of the Corporation hereunder, and that participation by any such third party with Executive in activities in violation of this Paragraph 10 may give rise to claims by the Corporation against such third party; (h) Executive and the Corporation agree that in light of the specialized nature of the industry and the national-customer base of the Corporation's business, that the restrictions set forth in this paragraph Paragraph 10 shouldshall apply to Executive within the territory of the United States of America. It is expressly understood and agreed that although Executive and the Corporation consider the restriction contained in the Paragraph 10 to be reasonable, for any reason whatsoever, be declared invalid if a final judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum intent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein; provided, however that the provisions of this Paragraph 10 shall not apply if Executive is terminated without Cause or Executive terminates for Good Reason. (i) The failure of Executive to abide by the Company, regardless provisions of whether the this Paragraph 10 shall be deemed a material breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of this Agreement. The primary purpose of the foregoing restrictive covenants, but such claim or cause of action covenant not to compete is the Corporation's legitimate interest in protecting its economic welfare and business goodwill. The Corporation and the Executive further agree that this covenant shall in no way be litigated separatelyconstrued as a mere limitation on competition nor shall it be construed as a restraint on Executive's right to engage in a common calling.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (a12) Executive agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”)twelve months thereafter, Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services without the prior written consent of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive PeriodCompany, directly or indirectly, request engage in or cause any suppliers or customers become associated 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 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 affectedCompetitive Activity. For the purposes of this paragraph 10Section 2(b), (i) a “Competitive Activity” means any business competitive with or other endeavor involving products or services that are the same or similar to products and or 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 kind for men or which utilizes the “big and tall” retail Company Products or wholesale marketing concept as part of its business. (cServices”) 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 any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and its subsidiaries and affiliates(ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. In the event any such territorial or time limitation is deemed to be unreasonable Notwithstanding anything else in this Section 2(b), (i) Executive may become employed by a court partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of competent jurisdictionthe outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive agrees for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the reduction of the territorial or time limitation restrictions contained in this Section 2(b) to the area or period which such court shall deem reasonable. (d) The existence of any claim or cause of action (extent the activity that would otherwise be prohibited by this section poses a claim or cause of action is defined as a claim or cause of action which results from a breach of the terms and provisions of this Agreement by reasonable competitive threat to the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate which determination shall not constitute a defense to the enforcement be made by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separatelyin good faith.

Non-Competition. 6.1 During the period beginning with the date hereof and ending on the earlier of (ai) Executive agrees that during six (6) months from the Term date of Employment and during a Qualifying Termination, or (ii) the one (1) year period immediately following final installment of the Termination Date Severance Payment as provided in the Agreement (the “Non-Competitive Restricted Period”), the Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensorundertake or perform services in or for, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect services to, accept any competitive business on behalf ofparticipate in, or have any connection with financial interest in, or engage in, any business which is competitive with products or services to that of the business of the Company or its subsidiaries or affiliates (collectively, the “Affiliated Companies”) or solicit for employment or employ any subsidiaries and affiliatesemployee of the Company or the Affiliated Companies. For purposes hereof, a business shall be deemed competitive if it is conducted in any geographic or market area in which the Company or any of its subsidiaries the Affiliated Companies are engaged in business during the Restricted Period and involves the development, design, manufacture, marketing, packaging, sale or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities distribution of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) products developed, designed, manufactured sold or distributed, or the offering of any class of stock or securities of such corporation. In additionservices offered, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom by the Company or any of its subsidiaries the Affiliated Companies; and the Executive shall be deemed directly or affiliates has a business relationship indirectly to cancel or terminate any engage in such business relationship with if he, or any member of his immediate family (i.e., his spouse and children and their respective spouses and children) participates in such business, or in any entity engaged in or which owns, such business, as an officer, director, employee, consultant, independent contractor, inventor, product developer, partner, individual proprietor, manager or as an investor who has made any loans, contributed to capital stock or purchased any stock. The Executive will not at any time utilize the names “Drew,” “Kinro,” “▇▇▇▇▇▇▇,” or any other names used by the Company or the Affiliated Companies, in any business competitive to that of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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) business of the Company or any of its subsidiaries the Affiliated Companies, or affiliates. (b) If any portion patent, trademark, tradename, service ▇▇▇▇, logo, copyright or similar intellectual property, whether or not registered, 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 distributesthe Affiliated Companies, sells or markets so-called “big and tall” apparel any proprietary information of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties and responsibilities on behalf of the Company are or the Affiliated Companies. The foregoing, however, shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the investment is made is listed on a national securities exchange or is 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 company registered under Section 12(g) of the Securities Exchange Act of 1934, and such investment represents less than five (5%) per cent of the outstanding securities of such class. 6.2 The Executive agrees that all products, packaging, inventions, designs, patents, patent applications, creations, ideas, techniques, methods, copyrightable materials, software, whether or not registered, or any portions thereof, and any improvements or modifications thereon, and any applications with respect to each of the foregoing, and any know-how or procedures related thereto (whether or not patentable), which relate to the business and products of the Company and its subsidiaries and affiliates. In or the event any such territorial Affiliated Companies, conceived, invented, discovered 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 a breach of the terms and provisions of this Agreement executed by the CompanyExecutive, regardless of whether the breach is material) by Executive against the Company or any subsidiary not marketed or affiliate shall not constitute a defense to the enforcement utilized by the Company or any subsidiary or affiliate of the foregoing restrictive covenantsAffiliated Companies, but such claim or cause of action shall be litigated separatelythe sole and exclusive property of the Company.

Non-Competition. (a) Executive agrees that during During the Term of Employment period commencing on the Award Date and during the ending one (1) year period immediately following after the Termination Date termination of Participant’s employment by the Company (the “Non-Competitive Covenant Period”), Executive the Participant shall notnot engage in, directly have an interest in, or indirectlyotherwise be employed by or, as an owner, operator, partner, joint venturermember, stockholdermanager, employee, broker, agent, principal, trustee, corporate officer, director, licensorconsultant, advisor, lender, or representative, associate with, or permit Participant’s name to be used in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice connection with respect to, accept any competitive business on behalf the activities of, or have any connection with any business or organization engaged in the ownership, development, management, leasing, expansion or acquisition of indoor or outdoor shopping centers or malls (the “Business”) that, (i) if such business or organization is a public company, has a market capitalization of greater than $1 billion or, (ii) if such business or organization is a private company, has assets which is competitive with products or services may be reasonably valued of the Company or any subsidiaries and affiliatesmore than $1 billion, in (x) North America or (y) any geographic area country outside of North America in which the Company or any of its subsidiaries affiliates is engaged in the ownership, development, management, leasing, expansion or affiliates are then conducting acquisition of indoor or proposing outdoor shopping centers or malls, or has indicated an intent to conduct businessdo so or interest in doing so as evidenced by a written plan or proposal prepared by or presented to senior management of the Company prior to the date the Participant’s employment with the Company terminates; other than for or on behalf of, including, without limitationor at the request of, the United States of America and its possessions, Canada and EuropeCompany or any affiliate; provided, however, that Executive may own any securities passive ownership of less than two percent (2%) of the outstanding stock of any publicly traded corporation (or private company through an investment in a hedge fund or private equity fund, or similar vehicle) shall not be deemed to be a violation of this Section 7(b) solely by reason thereof. Notwithstanding the foregoing, the provisions of this Section 7(b) shall not be violated by the Participant being employed by, associating with or otherwise providing services to a subsidiary, division or unit of any entity where such entity has a subsidiary, division or unit (other than the subsidiary, division or unit with which the Participant is employed, associated with or otherwise provides services to) which is engaged in such business and is publicly owned and traded but in an amount the Business so long as the Participant does not to exceed at any one time one percent (1%) of any class of stock provide services or securities of such corporation. In additionadvice, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 shouldwithout specific compensation, 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 subsidiary, division or unit engaged in the territorial or time limitation to the area or period which such court shall deem reasonableBusiness. (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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. Executive acknowledges and recognizes the highly competitive nature of the Corporation and its affiliates and Executive accordingly covenants and agrees, that at all times for a period of twelve (12) consecutive months subsequent to the end of the Term or the Date of Termination, whichever occurs earlier, as follows: (a) Executive agrees will not directly or indirectly own, manage, operate, finance, join control or participate in the ownership, management, organization , financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with any business or enterprise engaged in a business the same as or substantially similar to the business of the Corporation and its affiliates except as a holder of fewer that during 5% of the Term outstanding shares or other equity interests of Employment a company whose shares or other equity interests are registered under Section 12 of the Exchange Act. (b) Executive will not directly or indirectly induce any employee of the Corporation or any of its affiliates to engage in any activity in which Executive is prohibited from engaging by subparagraph (a) above or to terminate their employment with the corporation or any of its affiliates, and during will not directly or indirectly employ or offer employment to any person who was employed by the one Corporation or any of its affiliates unless such person shall have been terminated without cause or ceased to be employed by any such entity for a period of at least 12 months. (1c) year period immediately following Executive will not use or permit her name to be used in connection with any business or enterprise engaged in the Termination Date business the same as or similar to Corporation or its affiliates or any other business engaged in by Corporation or any of its affiliates. (d) Executive will not use the “Non-Competitive Period”)name of the Corporation or any 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. (e) Executive shall notwill not make any statement or take any action intended to impair the goodwill or the business reputation of the Corporation or any of is affiliates, or to be otherwise detrimental to the interests of the Corporation or any of its affiliates, including any action or statement intended, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services to benefit a competitor of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Corporation or any of its subsidiaries affiliates, except as may be required by applicable law or affiliates are then conducting by a local, state or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that federal regulatory agency. (f) Executive may own will not (a) disclose 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 one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company customer lists or any part thereof to any person, firm, corporation, association or other entity for any reason or purpose whatsoever; (b) assist in obtaining any of the Corporation's customers for any other similar business; (c) encourage any customer to terminate, change or modify its subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company Corporation; or any of its subsidiaries (d) solicit or affiliates divert or otherwise compromise attempt to solicit or divert the Company’s good will or 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 affiliatesCorporation's customers. (bg) If The Corporation shall have the right, subject to applicable law, to inform any portion other third party that the Corporation reasonably believes to be, or to be contemplating participating with Executive or receiving from Executive properties of the Corporation in violation of this Agreement and of the rights of the Corporation hereunder, and that participation by any such third party with Executive in activities in violation of this Paragraph 10 may give rise to claims by the Corporation against such third party; (h) Executive and the Corporation agree that in light of the specialized nature of the industry and the national-customer base of the Corporation's business, that the restrictions set forth in this paragraph Paragraph 10 shouldshall apply to Executive within the territory of the United States of America. It is expressly understood and agreed that although Executive and the Corporation consider the restriction contained in the Paragraph 10 to be reasonable, for any reason whatsoever, be declared invalid if a final judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum intent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein; provided, however that the provisions of this Paragraph 10 shall not apply if Executive is terminated without Cause or Executive terminates for Good Reason. (i) The failure of Executive to abide by the Company, regardless provisions of whether the this Paragraph 10 shall be deemed a material breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of this Agreement. The primary purpose of the foregoing restrictive covenants, but such claim or cause of action covenant not to compete is the Corporation's legitimate interest in protecting its economic welfare and business goodwill. The Corporation and the Executive further agree that this covenant shall in no way be litigated separatelyconstrued as a mere limitation on competition nor shall it be construed as a restraint on Executive's right to engage in a common calling.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive's employment hereunder (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive competes with products or services of the Company or any subsidiaries and affiliates, Company's Business (as defined in Section 10(b)) in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessionsPuerto Rico where, Canada at the time of the termination of his employment hereunder, the business of the Company or any of such subsidiaries and Europeaffiliates was being conducted or in which the Company was actively preparing to conduct business ; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, (i) request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates (ii) solicit, hire, purchase from, sell to, rent from, or otherwise compromise conduct business with any party that is currently a customer of Company or was a customer of Company during the Company’s good will Term or a prospective customer who is known by Executive to have been solicited during the Term or supplier of the Company or any subsidiary or affiliate during the term of this Agreement or (iii) solicit, hire, interfere with or entice from the Company or any of its subsidiaries or affiliates any employee (or former employee person who has been separated from service for less than 12 months) of is employed by the Company or any of its subsidiaries or affiliateswas employed by the Company during the Term. (b) If any portion of the restrictions set forth in this paragraph Section 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 Section 10, "Company's Business" means a business competitive with which provides outsource loss prevention solutions and/or security equipment sales, installation and/or central monitoring. Notwithstanding the products and services foregoing, this Section 10 shall not prevent Executive from becoming employed by a business which, as of the Company (or date hereof, is engaged in providing outsource loss prevention solutions and/or security equipment sales, installation and/or central monitoring to the extent that such subsidiaries and affiliates) service is limited to a specialty retailer which primarily distributes, sells or markets so-called “big and tall” apparel of any kind for men or which utilizes provided by such business on the “big and tall” retail or wholesale marketing concept as part of its businessdate hereof. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties United States and responsibilities on behalf of the Company are of a worldwide naturePuerto Rico, that its sales and marketing prospects are for continued expansion throughout the world United States and therefore, the territorial and time limitations set forth in this paragraph Section 10 are may be 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (a12) Executive agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”)twelve months thereafter, Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services without the prior written consent of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive PeriodCompany, directly or indirectly, request engage in or cause any suppliers or customers become associated 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 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 affectedCompetitive Activity. For the purposes of this paragraph 10, Section 2(b): (i) a “Competitive Activity” means any business competitive with or other endeavor involving products or services that are the same or similar to products and or 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 kind for men or which utilizes the “big and tall” retail Company Products or wholesale marketing concept as part of its business. (cServices”) 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 any business of the Company is engaged in providing as of the date hereof or at any time during the Term, provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Products or Services, and its subsidiaries and affiliates(ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. In the event any such territorial or time limitation is deemed to be unreasonable Notwithstanding anything else in this Section 2(b:, (i) Executive may become employed by a court partnership, corporation or other organization that is engaged in a Competitive Activity so long as Executive has no direct or indirect responsibilities or involvement in the Competitive Activity, (ii) Executive may own, for investment purposes only, up to five percent (5%) of competent jurisdictionthe outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Executive is not otherwise affiliated with such corporation, (iii) if Executive’s employment hereunder is terminated by the Company for any reason other than Executive’s death, Disability or Cause, or by Executive agrees for Good Reason, then the restrictions contained in this Section 2(b) shall lapse, and (iv) Executive shall only be subject to the reduction of the territorial or time limitation restrictions contained in this Section 2(b) to the area or period which such court shall deem reasonable. (d) The existence of any claim or cause of action (extent the activity that would otherwise be prohibited by this section poses a claim or cause of action is defined as a claim or cause of action which results from a breach of the terms and provisions of this Agreement by reasonable competitive threat to the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate which determination shall not constitute a defense to the enforcement be made by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separatelyin good faith.

Non-Competition. (a) Executive agrees that during her employment by the Term of Employment Company and during the one two (12) year period immediately following the Termination Date termination of Executive’s employment hereunder (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 10Section 9, 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 Section 9 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 non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during the Term of Employment Each Founder, Sunny Ocean and during the one each Controlling Shareholder shall not (1) year period immediately following the Termination Date (the “Non-Competitive Period”and shall cause their respective Affiliates not to), Executive shall notfrom the date hereof until the date of the termination of this Agreement, without the prior written consent of the Holders: (i) engage or participate in, directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity), or lend its name (or any part, variant or formative thereof) to, any business which is, or as a result of its engagement or participation would become, competitive with any aspect of the Business; (ii) deal, directly or indirectly, as ownerin a competitive manner with any customer of any Group Company, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate or induce such customer to cease being a customer of the Group Company; (iii) solicit any officer, director, licensor, employee or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business 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 Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities agent of any corporation which is engaged Group Company to become an officer, director, employee or agent of anyone other than another Group Company; or (iv) engage in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Periodparticipate in, directly or indirectly, request any business conducted under any name that is the same as or cause similar to the name of any suppliers or customers with whom the Group Company or any of its subsidiaries or affiliates has a business relationship to cancel or terminate trade name used by any Group Company where such business relationship is: (A) directly or indirectly competitive with the Company Business; or (B) engaged in any related activity where the use of such name is reasonably likely to result in confusion; or (v) transfer, sell, assign, pledge, hypothecate, give, create a security interest in or lien on, place in trust (voting or otherwise), or in any other way dispose of its subsidiaries any securities (including any shares, debentures, convertible securities, exchangeable securities, options, warrants or affiliates other equity or otherwise compromise the Company’s good will or 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 monthsdebt securities) of the Company or any Subsidiary beneficially owned by it, to any Person that will compete with any significant aspect of its subsidiaries or affiliatesthe Business of any Group Company. (b) If Each and every obligation under clause (a) of this Section 6.14 shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any portion of obligation or obligations being or becoming unenforceable in whole or in part, such part or parts which are unenforceable shall be deleted from such section and any such deletion shall not affect 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 parts 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its businesssection. (c) Executive acknowledges The Parties agree that having regard to all 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 thereforecircumstances, the territorial and time limitations set forth restrictive covenants contained in clause (a) of this paragraph 10 Section 6.14 are reasonable and properly required necessary for the adequate protection of the business Group and the Holders, and further agree that having regard to those circumstances the said covenants are not excessive or unduly onerous upon the Founders, Sunny Ocean or the Controlling Shareholders. However, it is recognized that restrictions of the Company nature in question may fail for technical reasons currently unforeseen and its subsidiaries accordingly it is hereby agreed and affiliates. In the event declared that if any of such territorial or time limitation is deemed restrictions shall be adjudged to be unreasonable by a court of competent jurisdictionvoid, Executive agrees to the reduction but would be valid if part of the territorial wording thereof were deleted or time limitation amended, for example by reducing the range of activities or areas dealt with, that restriction shall apply with such modification as may be necessary to make it valid and effective, and the area or period which Parties agree to amend the provisions so as to make such court shall deem reasonablerestriction valid and effective. (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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive's employment hereunder (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive competes with products or services of the Company or any subsidiaries and affiliates, Company's Business (as defined in Section 10(b)) in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessionsPuerto Rico where, Canada at the time of the termination of his employment hereunder, the business of the Company or any of such subsidiaries and Europeaffiliates was being conducted or in which the Company was actively preparing to conduct business ; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, (i) request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates (ii) solicit, hire, purchase from, sell to, rent from, or otherwise compromise conduct business with any party that is currently a customer of Company or was a customer of Company during the Company’s good will Term or a prospective customer who is known by Executive to have been solicited during the Term or supplier of the Company or any subsidiary or affiliate during the term of this Agreement or (iii) solicit, hire, interfere with or entice from the Company or any of its subsidiaries or affiliates any employee (or former employee person who has been separated from service for less than 12 months) of is employed by the Company or any of its subsidiaries or affiliateswas employed by the Company during the Term. (b) If any portion of the restrictions set forth in this paragraph Section 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 Section 10, "Company's Business" means a business competitive with the products and services of the Company (or such subsidiaries and affiliates) is limited to a specialty retailer which primarily distributesprovides outsource loss prevention solutions and/or security equipment sales, sells or markets so-called “big and tall” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its businessinstallation and/or central monitoring. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties United States and responsibilities on behalf of the Company are of a worldwide naturePuerto Rico, that its sales and marketing prospects are for continued expansion throughout the world United States and therefore, the territorial and time limitations set forth in this paragraph Section 10 are may be 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive's employment hereunder, (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business which is competitive with with, products or services of the Company or any of its subsidiaries and affiliates, in any geographic area in which the United States of America where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries and affiliates was being conducted or affiliates are then conducting or proposing was proposed to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europebe conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall notnot notify directly or indirectly, during the Non-Non- Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or of 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 natureUnited States, that its sales and marketing prospects are for continued expansion throughout the world United States and that, therefore, the territorial and time limitations set forth in this paragraph 10 Section 9 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. (e) In the event Executive's employment with the Company terminates for any reason other than (i) the Company's failure to renew this Agreement or (ii) termination by the Company within two years following a Change in Control of the Company, the Company and Executive agree that in consideration of the severance payment made to Executive, Executive shall be available during the Non-Competitive Period to advise and consult with the Board of Directors, the President and other officers of the Company and its subsidiaries and affiliates with respect to the affairs of the Company and its subsidiaries and affiliates on a part-time basis, in response to requests for such advisory and consulting services by the Board of Directors, or other officers of the Company or its subsidiaries and affiliates, subject to the conditions that (i) such services shall be performed within the United States of America, (ii) Executive shall not be required to devote a major portion of his time to such services, (iii) such services shall not unreasonably interfere with the performance of other employment or consulting duties Executive may have, (iv) Executive shall not be required to perform such services during usual vacation periods and reasonable periods of illness or other incapacitation, (v) such services shall be performed at times and places as shall be chosen by Executive, and which will result in the least inconvenience to Executive, and (vi) all other provisions of this Section 9 shall apply. The Company shall reimburse Executive for actual out-of-pocket expenses incurred in rendering the services performed by Executive upon the request of the Board of Directors, or other officers of the Company or its subsidiaries or affiliates, payable at the end of each month during such period. Notwithstanding the foregoing, in the event that Executive seeks full-time employment with a third party and such third party will not accept Executive's services for as long as he is committed under this subsection (e) to provide consulting services to the Company, then if the Board of Directors of the Company determines in its reasonable discretion that Executive's employment with the third party will not cause him to breach the provisions of Section 9 of this Agreement (other than this subsection (e)) and Executive provides the Board of Directors with a letter signed by the third party stating that such third party will not accept Executive's services as described above, the provisions of this subsection (e) shall immediately terminate and be of no further force or effect. (f) Notwithstanding anything herein to the contrary, this Section 9 shall automatically terminate if the Company elects not to renew this Agreement, if the Company terminates Executive's employment within two years following the effective date of a Change in Control of the Company, or if the Company fails to make any payments due to Executive under Sections 7(g), 7(h), 7(i) or 9(e).

Non-Competition. (a) In consideration for the Sign-On Award, the Inducement Award referenced in Paragraph 3(d), the Advance referenced in paragraph 3(e) and the potential to receive additional compensation pursuant to paragraph 7(a)(i) and 7(e) above, Executive further covenants and agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Executive provided services or any had a material presence or influence on behalf of its subsidiaries or affiliates are then conducting or proposing to conduct businessthe Company, including, without limitation, whether in the United States of America and its possessionsStates, Canada and EuropeCanada, Europe or 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 such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, 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 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 kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. While employed by the Company and for a period of two (a2) Executive agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date years thereafter (the “Non-Competitive Restricted Period”), Executive the Employee shall not, directly or indirectly, enter into the employment of, render any services to, engage, manage, operate, join, or own, or otherwise offer other assistance to or participate in, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate an officer, director, licensoremployee, principal, agent, proprietor, representative, stockholder, partner, associate, consultant, sole proprietor or in otherwise, any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business 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 Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Periodperson that, directly or indirectly, request is engaged in the Business anywhere in the Restricted Area (as hereinafter defined). Notwithstanding the foregoing, the Employee may own up to two percent (2%) of the outstanding stock of a publicly held corporation which constitutes or cause is affiliated with any suppliers entity that is engaged in the Business so long as the Employee is not an officer, director, employee or customers with whom consultant or otherwise maintains voting control, whether by contract or otherwise, of such entity, and Employee may be a passive owner of Series B Preferred Stock of the Company and any underlying common stock into which such Series B Preferred Stock is convertible or any other shares 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 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) common stock of the Company or any securities convertible into or exercisable for shares of its subsidiaries or affiliates. (b) If any portion common stock 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 affectedCompany. For the purposes of this paragraph 10Section 7, a “Restricted Area” means any U.S. state or territory in which the Company, Fluent, LLC or any of their affiliates has conducted or proposes to conduct business competitive with or offers any services, or any other jurisdiction in or to which the products and services Company, Fluent, LLC or any of the Company (their affiliates has conducted or such subsidiaries and affiliates) is limited proposes to a specialty retailer which primarily distributesconduct any business or offers any services. For purposes of this Section 7, sells or markets so-called “big and tallBusiness” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 means the business of the Company Company, Fluent, LLC and its subsidiaries and affiliates. In as described in the event any such territorial or time limitation is deemed recitals to be unreasonable by a court this Agreement, the actual business 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 a breach of the terms and provisions of this Agreement by the Company, regardless Fluent, LLC and its subsidiaries as conducted as of whether the breach is material) date of termination, and any anticipated business considered by Executive against the Company Board towards which the Company, Fluent, LLC or any subsidiary subsidiaries thereof has taken material steps or affiliate shall not constitute a defense incurred material expenditures in furtherance thereof prior to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separatelytermination date.

Non-Competition. 6.1 During the period beginning on the date hereof and ending on the earlier of (ai) Executive agrees that during six (6) months from the Term date of Employment and during a Qualifying Termination, or (ii) the one (1) year period immediately following final installment of the Termination Date Severance Payment as provided in the Agreement (the “Non-Competitive Restricted Period”), the Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensorundertake or perform services in or for, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect services to, accept any competitive business on behalf ofparticipate in, or have any connection with financial interest in, or engage in, any business which is competitive with products or services to that of the business of the Company or its subsidiaries or affiliates (collectively, the “Affiliated Companies”) or solicit for employment or employ any subsidiaries and affiliatesemployee of the Company or the Affiliated Companies. For purposes hereof, a business shall be deemed competitive if it is conducted in any geographic or market area in which the Company or any of its subsidiaries the Affiliated Companies are engaged in business during the Restricted Period and involves the development, design, manufacture, marketing, packaging, sale or affiliates are then conducting distribution of any products developed, designed, manufactured sold or proposing distributed, or the offering of any services offered, by the Company or any of the Affiliated Companies; and the Executive shall be deemed directly or indirectly to conduct engage in such business if he, or any member of his immediate family (i.e., his spouse and children and their respective spouses and children) participates in such business, includingor in any entity engaged in or which owns, without limitationsuch business, the United States of America and its possessionsas an officer, Canada and Europedirector, employee, consultant, independent contractor, inventor, product developer, partner, individual proprietor, manager or as an investor who has made any loans, contributed to capital stock or purchased any stock; provided, however, that the Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount will not to exceed at any one time one percent (1%) of utilize the names “Drew,” “Kinro,” “Better Bath,” “L▇▇▇▇▇▇,” “L▇▇▇▇▇▇ Components,” “Z▇▇▇▇▇,” “Venture Welding,” or “LTM,” or any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom other names used by the Company or the Affiliated Companies, in any business competitive to that of its subsidiaries or affiliates has a the 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 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 the Affiliated Companies, or affiliates. (b) If any portion patent, trademark, tradename, service m▇▇▇, logo, copyright or similar intellectual property, whether or not registered, 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 distributesthe Affiliated Companies, sells or markets so-called “big and tall” apparel any proprietary information of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties and responsibilities on behalf of the Company are or the Affiliated Companies. The foregoing, however, shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the investment is made is listed on a national securities exchange or is 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 company registered under Section 12(g) of the Securities Exchange Act of 1934, and such investment represents less than five (5%) per cent of the outstanding securities of such class. 6.2 The Executive agrees that all products, packaging, inventions, designs, patents, patent applications, creations, ideas, techniques, methods, copyrightable materials, software, whether or not registered, or any portions thereof, and any improvements or modifications thereon, and any applications with respect to each of the foregoing, and any know-how or procedures related thereto (whether or not patentable), which relate to the business and products of the Company and its subsidiaries and affiliates. In or the event any such territorial Affiliated Companies, conceived, invented, discovered 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 a breach of the terms and provisions of this Agreement executed by the CompanyExecutive, regardless of whether the breach is material) by Executive against the Company or any subsidiary not marketed or affiliate shall not constitute a defense to the enforcement utilized by the Company or any subsidiary or affiliate of the foregoing restrictive covenantsAffiliated Companies, but such claim or cause of action shall be litigated separatelythe sole and exclusive property of the Company.

Non-Competition. (a) Executive The Grantee covenants and agrees that during the Term of Grantee’s Employment and for a period of twenty-four (24) months (and such period shall be tolled on a day-to-day basis for each day during which the one (1Grantee participates in any activity in violation of the restrictions set forth in this Section 12(a)) year period immediately following the Termination Date termination of the Grantee’s Employment, whether such termination occurs at the insistence of the Company or its Affiliates or the Grantee (the “Non-Competitive Period”for whatever reason), Executive shall the Grantee will not, directly or indirectly, alone or in association with others, anywhere in the Territory (as ownerdefined below), partnerown, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, investor, principal, joint venturer, stockholdershareholder, employee, broker, agent, principal, trustee, corporate officerpartner, director, licensorconsultant, agent or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf ofotherwise with, or have any connection financial interest (through stock or other equity ownership, investment of capital, the lending of money or otherwise) in, any business, venture or activity that directly or indirectly competes, or is in planning, or has undertaken any preparation, to compete, with any business which is competitive with products or services the Business of the Company or any subsidiaries and affiliates, of its Immediate Affiliates (any Person who engages in any such business venture or activity, a “Competitor”), except that nothing contained in this Section 12(a) shall prevent the Grantee’s wholly passive ownership of two percent (2%) or less of the equity securities of any Competitor that is a publicly-traded company. For purposes of this Section 12(a), the “Business of the Company or any of its Immediate Affiliates” is that of (i) arts and crafts, (ii) framing specialty retailer, (iii) wholesaler providing materials, ideas and education for (x) creative activities, and (y) framing, as well as (iv) any other business that the Company or any of its Immediate Affiliates conducts or is actively planning to conduct at any time during the Grantee’s Employment, or with respect to the Grantee’s obligations following the termination of the Grantee’s Employment, the twelve (12) months immediately preceding the termination of the Grantee’s Employment; provided, that the term “Competitor” shall not include any business, venture or activity whose gross receipts derived from the retail or wholesale sale of arts and crafts, or framing products and services (aggregated with the gross receipts derived from the retail and wholesale sale of such products or any related business, venture or activity) are less than ten percent (10%) of the aggregate gross receipts of such businesses, ventures or activities. For purposes of this Section 12(a), the “Territory” is comprised of those states within the United States, those provinces of Canada, and any other geographic area in which the Company or any of its subsidiaries Immediate Affiliates was doing business or affiliates are then conducting or proposing actively planning to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such do business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive PeriodGrantee’s Employment, directly or indirectlywith respect to the Grantee’s obligations following his or her termination of Employment the twelve (12) months immediately preceding the termination of the Grantee’s Employment. For purposes of this Section, request “Immediate Affiliates” means those Affiliates which are one of the following: (i) a direct or cause any suppliers or customers with whom indirect subsidiary of the Company, (ii) a parent to the Company or any of its subsidiaries (iii) a direct 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 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 indirect subsidiary 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its businessparent. (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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. Executive acknowledges and recognizes the highly competitive nature of the Corporation and its affiliates and Executive accordingly covenants and agrees, that at all times for a period of twelve (12) consecutive months subsequent to the end of the Term or the Date of Termination, whichever occurs earlier, as follows: (a) Executive agrees will not directly or indirectly own, manage, operate, finance, join control or participate in the ownership, management, organization, financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with any business or enterprise engaged in a business the same as or substantially similar to the business of the Corporation and its affiliates except as a holder of fewer that during 5% of the Term outstanding shares or other equity interests of Employment a company whose shares or other equity interests are registered under Section 12 of the Exchange Act. (b) Executive will not directly or indirectly induce any employee of the Corporation or any of its affiliates to engage in any activity in which Executive is prohibited from engaging by subparagraph (a) above or to terminate their employment with the corporation or any of its affiliates, and during will not directly or indirectly employ or offer employment to any person who was employed by the one Corporation or any of its affiliates unless such person shall have been terminated without cause or ceased to be employed by any such entity for a period of at least 12 months. (1c) year period immediately following Executive will not use or permit his name to be used in connection with any business or enterprise engaged in the Termination Date business the same as or similar to Corporation or its affiliates or any other business engaged in by Corporation or any of its affiliates. (d) Executive will not use the “Non-Competitive Period”)name of the Corporation or any 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. (e) Executive shall notwill not make any statement or take any action intended to impair the goodwill or the business reputation of the Corporation or any of is affiliates, or to be otherwise detrimental to the interests of the Corporation or any of its affiliates, including any action or statement intended, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services to benefit a competitor of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Corporation or any of its subsidiaries affiliates, except as may be required by applicable law or affiliates are then conducting by a local, state or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that federal regulatory agency. (f) Executive may own will not (a) disclose 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 one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company customer lists or any part thereof to any person, firm, corporation, association or other entity for any reason or purpose whatsoever; (b) assist in obtaining any of the Corporation's customers for any other similar business; (c) encourage any customer to terminate, change or modify its subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company Corporation; or any of its subsidiaries (d) solicit or affiliates divert or otherwise compromise attempt to solicit or divert the Company’s good will or 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 affiliatesCorporation's customers. (bg) If The Corporation shall have the right, subject to applicable law, to inform any portion other third party that the Corporation reasonably believes to be, or to be contemplating participating with Executive or receiving from Executive properties of the Corporation in violation of this Agreement and of the rights of the Corporation hereunder, and that participation by any such third party with Executive in activities in violation of this Paragraph 10 may give rise to claims by the Corporation against such third party; (h) Executive and the Corporation agree that in light of the specialized nature of the industry and the national-customer base of the Corporation's business, that the restrictions set forth in this paragraph Paragraph 10 shouldshall apply to Executive within the territory of the United States of America. It is expressly understood and agreed that although Executive and the Corporation consider the restriction contained in the Paragraph 10 to be reasonable, for any reason whatsoever, be declared invalid if a final judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum intent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein; provided, however that the provisions of this Paragraph 10 shall not apply if Executive is terminated without Cause or Executive terminates for Good Reason. (i) The failure of Executive to abide by the Company, regardless provisions of whether the this Paragraph 10 shall be deemed a material breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of this Agreement. The primary purpose of the foregoing restrictive covenants, but such claim or cause of action covenant not to compete is the Corporation's legitimate interest in protecting its economic welfare and business goodwill. The Corporation and the Executive further agree that this covenant shall in no way be litigated separatelyconstrued as a mere limitation on competition nor shall it be construed as a restraint on Executive's right to engage in a common calling.

Non-Competition. (a) Executive agrees that during During the Term of Employment and during the one Restriction Period (1as defined in Section 13(b) year period immediately following the Termination Date (the “Non-Competitive Period”below), Executive shall not, directly not engage in Competition with the Company or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or any Subsidiary. "Competition" shall mean engaging in any capacity whatsoeveractivity, engage inexcept as provided below, become financially interested in, be employed by, render any consultation or business 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 for a Competitor of the Company or any subsidiaries Subsidiary, whether as an employee, consultant, principal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a publicly traded company) or otherwise. A "Competitor" shall mean (i) Bed Bath & Beyond, Inc., Home Place Inc., J.C. Penney, Federated Depart▇▇▇▇ ▇▇▇▇▇▇, Mays, Target, Sears, Home Depo▇ ▇▇d K-Mart (and affiliatesany successor or successors thereto); (ii) any home textiles or housewares store, specialty store or other retailer if either $25 million or 40% or more of its annual gross sales revenues (in either case, based on the most recent quarterly or annual financial statements available) are derived from the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company's (or any Subsidiary's) stores; (iii) any corporation or other entity whether independent or owned, funded or controlled by any other entity, engaged or organized for the purpose of engaging, in whole or in part, in the sale of home textiles, housewares or other goods or merchandise of the types sold in the Company's (or any geographic area Subsidiary's) stores; (iv) any business that provides buying office services to any business or group of businesses referred to above, or (v) any business (in the U.S. or any country in which the Company or any of its subsidiaries Subsidiary operates a store or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation stores) which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 material competition with the Company or any of its subsidiaries Subsidiary or affiliates or otherwise compromise division thereof and in which Executive's functions would be substantially similar to Executive's functions with the Company’s good will . If Executive commences employment or solicitbecomes a consultant, hireprincipal, interfere agent, officer, director, partner, or shareholder of any entity that is not a Competitor at the time Executive initially becomes employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity, future activities of such entity shall not result in a violation of this provision unless (x) such activities were contemplated by Executive at the time Executive initially became employed or becomes a consultant, principal, agent, officer, director, partner, or shareholder of the entity or (y) Executive commences directly or indirectly to advise, plan, oversee or manage the activities of an entity which becomes a Competitor during the Restriction Period, that activities are competitive 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) activities of the Company or any of its subsidiaries or affiliatesSubsidiary. (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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during the Term for a period of Employment and during the one twelve (112) year period immediately following the Termination Date months after termination of his employment (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which is are designed for the same purpose as, are generically the same as, or are otherwise competitive with with, products or services of the Company Company, in existence or any subsidiaries and affiliatesunder development, in any geographic area in which where, at the time of termination of his employment hereunder, the business of the Company or was being conducted in any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europemanner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one two percent (12.0%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, request or cause any customers of the Company to cancel or terminate any business relationship with the Company. The Executive further agrees that, during the Non-Competitive Period, the Executive and any individual or entity controlled by or under common control with Executive, shall not, without the Company's prior written consent, solicit, directly or indirectly, request for himself, themselves, or cause for any suppliers other person or customers with whom entity, any employee or consultant of the Company or any of its subsidiaries affiliates, or request or cause any employee or consultant of the Company or any of its affiliates has a business relationship to cancel terminate his employment or terminate any such business relationship services with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 Section 5 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges declares that the Company conducts business throughout the worldterritorial, 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 and scope of activities restricted as set forth in this paragraph 10 Section 5 are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries and affiliatesCompany. In the event that any such territorial or territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or territorial, time limitation or scope to the area or period which such court shall deem have deemed 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. The Executive acknowledges and recognizes the highly competitive nature of the business of the Corporation and its affiliates as well as his extensive participation in the ownership of the common stock of the Corporation. The Executive accordingly agrees, until the third anniversary of the Executive's termination or resignation of employment (such date being hereafter referred to as the "Restricted Date"), as follows: (a) The Executive agrees that during will not directly or indirectly engage (as owner, stockholder, partner or otherwise, except as a holder of fewer than 5% of the Term outstanding shares or other equity interests of Employment a company whose shares or other equity interests are publicly traded) in any business which directly or indirectly competes with the business of the Corporation or any of its affiliates within the same jurisdictions in which the Corporation or any of its affiliates engages in business at the time of the Executive's termination or resignation, as the case may be. (b) The Executive will not directly or indirectly induce any employee of the Corporation or any of its affiliates to engage in any activity in which the Executive is prohibited from engaging by paragraph (a) above or to terminate his employment with the Corporation or any of its affiliates, and during will not directly or indirectly employ or offer employment to any person who was employed by the one Corporation or any of its affiliates unless such person shall have been terminated without cause or ceased to be employed by any such entity for a period of at least 12 months. (1c) year period immediately following The Executive will not make any statement or take any action intended to impair the Termination Date (goodwill or the “Non-Competitive Period”)business reputation of the Corporation or any of its affiliates, Executive shall notor to be otherwise detrimental to the interests of the Corporation or any of its affiliates, including any action or statement intended, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services to benefit a competitor of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Corporation or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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. (bd) If any portion of It is expressly understood and agreed that although the Executive and the Corporation consider the restrictions set forth contained in this paragraph Section 10 shouldto be reasonable, for any reason whatsoever, be declared invalid if a final judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforcement by the Company or enforceability of any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separatelyother restrictions contained herein.

Non-Competition. (a) Executive agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and or affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 or affiliates) is limited to a specialty retailer which primarily distributes, sells or markets so-called “big and tall” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 or 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during her employment by the Term of Employment Company and during the one two (12) year period immediately following the Termination Date termination of Executive’s employment hereunder (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph Section 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 Section 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 Section 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 non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive 8.1 The Employee acknowledges that the services to be rendered by the Employee to the Company are of a special and unique character. The Employee agrees that during that, in consideration of the Term of Employment and during Employee’s employment hereunder, the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive shall Employee will not, directly or indirectly, (a) so long as ownerthe Employee is employed pursuant to this Agreement and for two (2) years thereafter, partner(x) engage, joint venturerwhether as principal, agent, investor, distributor, representative, stockholder, employee, brokerconsultant, agentvolunteer or otherwise, principalwith or without pay, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation activity or business advice with respect toventure, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services the business of the Company or any subsidiaries other members of the Company Group, (y) solicit or entice or endeavor to solicit or entice away any of the clients or customers of any member of the Company Group, either on the Employee’s own account or for any other person firm, corporation or organization, (x) solicit or entice or endeavor to solicit or entice away from any member of the Company Group any person who was or is at the time of solicitation, a director, officer, employee, agent or consultant of such member of the Company Group, on the Employee’s own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of such person’s contract of employment by reason of leaving the service of such member of the Company Group, or (y) employ any person who was or is at the time of the solicitation, a director, officer or employee of any member of the Company Group or any person who is or may be likely to be in possession of any confidential information or trade secrets relating to the business of any member of the Company Group; or (b) at any time make any statement, or engage in any act or omission, which might reasonably be expected to disparage or impair the business and/or reputation of any member of the Company Group. 8.2 The Employee and affiliatesthe Company agree that if, in any proceeding, the court or authority shall refuse to enforce the covenants herein set forth because such covenants cover too extensive a geographic area in which the Company or any too long a period of its subsidiaries or affiliates are then conducting or proposing to conduct businesstime, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 covenant shall be deemed appropriately amended and modified in keeping with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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) intention of the Company or any of its subsidiaries or affiliatesparties to the maximum extent permitted by law. (b) If any portion of 8.3 The Employee expressly acknowledges and agrees that the restrictions covenants and agreements set forth in this paragraph 10 shouldSection 8 are reasonable in all respects, for any reason whatsoeverand necessary in order to protect, be declared invalid by a court of competent jurisdiction, maintain and preserve 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 value and services goodwill of the Company (or such subsidiaries Group, as well as the proprietary and affiliates) is limited to a specialty retailer which primarily distributes, sells or markets so-called “big and tall” apparel other legitimate business interests of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties and responsibilities on behalf members of the Company are Group. The Employee acknowledges and agrees that the covenants and agreements of a worldwide nature, that its sales and marketing prospects are for continued expansion throughout the world and therefore, the territorial and time limitations Employee set forth in this paragraph 10 are reasonable and properly required Section 8 constitute a significant part of the consideration given by the Employee to the Company in exchange for the adequate protection of the business of the Company salary and its subsidiaries benefits provided for in this Agreement, and affiliates. In the event any are a material reason for 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 reasonablepayment. (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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during if his employment is terminated for any reason or if he leaves the Term employ of Employment and during the Company for any reason, other than upon the expiration of the term of this Agreement, for a period of one (1) year period immediately following from the Termination Date (the “Non-Competitive Period”)date of such termination of employment, Executive shall not, he will not directly or indirectly, as owner, partner, joint venturerventure, stockholder, employee, broker, agent, principal, trustee, corporate officer, officer or director, licensor, licensor or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect consulting services to, accept any competitive business on behalf of, or have any connection with with, any business which is competitive with products or services the business activities of the Company or any its subsidiaries and affiliates("Competitive Business"), in any geographic area in which where, during the time of his employment, the business of the Company or any of its subsidiaries is being or affiliates are then conducting had been conducted in any manner whatsoever, or proposing hire or attempt to conduct businesshire for any Competitive Business any employee of the Company or any subsidiary thereof, includingor solicit, without limitationcall on or induce others to solicit or call on, directly or indirectly, any customers or prospective customers of the United States Company for the purpose of America and its possessions, Canada and Europeinducing them to purchase or lease a product or service which may compete with any product or service of the Company; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one two percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 affiliatescompany. (b) If any portion of the restrictions set forth in this paragraph 10 (a) 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) The Executive acknowledges declares 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 foregoing 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 affiliatesCompany. 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.such

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive's employment hereunder, (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business which is competitive with with, products or services of the Company or any of its subsidiaries and affiliates, in any geographic area in which the United States of America where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries and affiliates was being conducted or affiliates are then conducting or proposing was proposed to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europebe conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall notnot notify directly or indirectly, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or of 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 natureUnited States, that its sales and marketing prospects are for continued expansion throughout the world United States and that, therefore, the territorial and time limitations set forth in this paragraph 10 Section 9 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. (e) In the event Executive's employment with the Company terminates for any reason other than (i) the Company's failure to renew this Agreement or (ii) termination by the Company within two years following a Change in Control of the Company, the Company and Executive agree that in consideration of the severance payment made to Executive, Executive shall be available during the Non-Competitive Period to advise and consult with the Board of Directors, the President and other officers of the Company and its subsidiaries and affiliates with respect to the affairs of the Company and its subsidiaries and affiliates on a part-time basis, in response to requests for such advisory and consulting services by the Board of Directors, or other officers of the Company or its subsidiaries and affiliates, subject to the conditions that (i) such services shall be performed within the United States of America, (ii) Executive shall not be required to devote a major portion of his time to such services, (iii) such services shall not unreasonably interfere with the performance of other employment or consulting duties Executive may have, (iv) Executive shall not be required to perform such services during usual vacation periods and reasonable periods of illness or other incapacitation, (v) such services shall be performed at times and places as shall be chosen by Executive, and which will result in the least inconvenience to Executive, and (vi) all other provisions of this Section 9 shall apply. The Company shall reimburse Executive for actual out-of- pocket expenses incurred in rendering the services performed by Executive upon the request of the Board of Directors, or other officers of the Company or its subsidiaries or affiliates, payable at the end of each month during such period. Notwithstanding the foregoing, in the event that Executive seeks full-time employment with a third party and such third party will not accept Executive's services for as long as he is committed under this subsection (e) to provide consulting services to the Company, then if the Board of Directors of the Company determines in its reasonable discretion that Executive's employment with the third party will not cause him to breach the provisions of Section 9 of this Agreement (other than this subsection (e)) and Executive provides the Board of Directors with a letter signed by the third party stating that such third party will not accept Executive's services as described above, the provisions of this subsection (e) shall immediately terminate and be of no further force or effect. (f) Notwithstanding anything herein to the contrary, this Section 9 shall automatically terminate if the Company elects not to renew this Agreement, if the Company terminates Executive's employment within two years following the effective date of a Change in Control of the Company, or if the Company fails to make any payments due to Executive under Sections 7(g), 7(h), 7(i) or 9(e).

Non-Competition. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees that during the Term of Employment and during the one as follows: (1i) year period immediately Executive will not, within eighteen months following the Termination Date termination of Executive’s employment with Company or its subsidiaries (the “NonPost-Competitive Termination Period”) or during the period of Executive’s employment with the Company or its subsidiaries (collectively with the Post-Termination Period, the “Restricted Period”), Executive shall notaccept an employment or consulting relationship (or own or have any financial interest in), directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any entity which derives at least 10% of its revenue from engaging in the business which of home respiratory therapy, home infusion therapy, and home medical equipment that is competitive with products the Company and its Subsidiaries within the United States (a “Competitive Business”). (ii) During the Restricted Period, Executive will not initiate or services respond to communications with any of the employees of the Company or any its subsidiaries and affiliates, in any geographic area in which who earned annually $50,000 or more as a Company or subsidiary employee during the twelve-month period prior to the termination of such employee’s employment with the Company or subsidiary, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity. (iii) During the Restricted Period, Executive will not influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates are then conducting or proposing to conduct businessaffiliates, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, either directly or indirectly, request to divert their business to any individual, partnership, firm, corporation or cause any suppliers or customers other entity then in competition 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 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenantsCompany. (iv) During the Restricted Period, but such claim Executive will not, other than as required by law or by order of a court or other competent authority, make or publish, or cause any other person to make or publish, any statement that is disparaging or that reflects negatively upon the Company or its affiliates, or that is or reasonably would be expected to be damaging to the reputation of action the Company or any subsidiary or affiliate of the Company. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such person. (b) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Executive, the provisions of this Appendix A shall not be rendered void but shall be litigated separatelydeemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive's employment hereunder (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessionsPuerto Rico where, Canada at the time of the termination of his employment hereunder, the business of the Company or any of such subsidiaries and Europeaffiliates was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 10Section 9, a business competitive with the products and services of the Company (or such subsidiaries and affiliates) is limited to shall include, a specialty retailer which primarily distributes, sells or markets so-called “"big and tall” " apparel of any kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties United States and responsibilities on behalf of the Company are of a worldwide naturePuerto Rico, that its sales and marketing prospects are for continued expansion throughout the world United States and therefore, the territorial and time limitations set forth in this paragraph 10 Section 9 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 non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Interim Executive agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”), Interim Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and or affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Interim Executive 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 one percent (1%) of any class of stock or securities of such corporation. In addition, Interim Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 6 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 106, a business competitive with the products and services of the Company (or such subsidiaries and or affiliates) is limited to a specialty retailer which primarily distributes, sells or markets so-called “big and tall” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. The Consultant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates. Accordingly, through the later of (i) the Expiration Date and (ii) the first anniversary of the Consultant's termination or resignation of employment (such date being hereafter referred to as the "Date of Termination"): (a) Executive agrees that during the Term of Employment The Consultant, its employees, affiliates and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive representatives shall not, directly or indirectly, engage (as owner, partner, joint venturer, stockholder, employeepartner or otherwise, brokerexcept as a holder of fewer than 5% of the outstanding shares or other equity interests of a company whose shares or other equity interests are publicly traded) in any bingo-related activities, agentincluding electronic bingo systems and related equipment, principalbingo-related television or other media programs, trusteeany lottery, corporate officerincluding, directorbut not limited to, licensorvideo lottery terminal machines, a lottery of the "break-open" type, or any related business, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive directly or indirectly competes with products or services the business of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its affiliates or subsidiaries or at the time of the termination of this Agreement, except that, for purposes of this clause, there shall not be deemed to be a breach of the Consultant in the performance of his duties hereunder. (b) The Consultant, its employees, affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive representatives shall not, during the Non-Competitive Period, directly or indirectly, request or cause induce any suppliers or customers with whom employee of the Company or any of its affiliates or subsidiaries to engage in any activity in which the Consultant is prohibited from engaging by paragraph (a) above or affiliates has a business relationship to cancel or terminate any such business relationship his employment with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good subsidiaries, and will not directly or solicit, hire, interfere with indirectly employ or entice from offer employment to any person who was employed by the Company or any of its affiliates or subsidiaries unless such person shall have been terminated without cause or affiliates ceased to be employed by any employee (or former employee who has been separated from service such entity for less than a period of at least 12 months. (c) The Consultant, its employees, affiliates and representatives will not make any statement or take any action intended to impair the goodwill or the business reputation of the Company or any of its subsidiaries affiliates or affiliates. (b) If any portion of the restrictions set forth in this paragraph 10 shouldsubsidiaries, 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 otherwise detrimental to the reduction interests 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary of its affiliates or affiliate shall not constitute a defense to the enforcement by the Company subsidiaries, including any action or any subsidiary statement intended, directly or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.indirectly,

Non-Competition. 10.1 The Executive shall not at any time during the period of the Employment do or permit any of the following without the prior written consent of the Board: (a) Executive agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, indirectly carry on or be engaged or interested in any capacity in any other business, trade, or occupation whatsoever, engage inexcept in a business, become financially interested in, be employed by, render any consultation trade or business advice with respect to, accept any competitive business on behalf of, or have any connection occupation which does not compete with any business which is competitive with products or services of the Company or any subsidiaries and affiliatesother Group Company or except as disclosed or declared in writing to the Company any the relevant Group Company prior to the date hereof; or (b) either solely or jointly with or on behalf of any person, firm, or corporation directly or indirectly carry on or be engaged or interested in any geographic area in which the Company or business competing with any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business.other Group Company; or (c) Executive acknowledges that solicit the Company conducts business throughout custom of any person who is or has been, at any time during the worldperiod of the Employment, that Executive’s duties and responsibilities on behalf a customer 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 purpose of the offering to such customer goods or services similar to or competing with those of any business of the Company and its subsidiaries and affiliates. In the event or 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.other Group Company; or (d) The existence of cause or permit any claim person or cause of action (a claim company directly or cause of action is defined as a claim indirectly under his control or cause of action in which results from a breach he has any beneficial interests to do any of the terms foregoing acts or things. 10.2 Each undertaking contained in clause 10.1 shall be read and provisions construed independently of this Agreement by the Companyother covenants therein continued so that if one or more should be held to be invalid as an unreasonable restraint of trade or for any other reason whatsoever, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate remaining covenants shall not constitute a defense be valid to the enforcement extent that they are not held to be so invalid. 10.3 While the covenants in clause 10.1 are considered by the Company and the Executive to be reasonable in all the circumstances, if one or more should be held invalid as an unreasonable restraint of trade or for any subsidiary or affiliate other reason whatsoever, but would have been held valid if part of the foregoing restrictive covenantswording thereof had been deleted or the period thereof reduced or the range of activities or area dealt with thereby reduced in scope, but the said covenants shall apply with such claim or cause of action shall modification as may be litigated separatelynecessary to make them valid and effective.

Non-Competition. 10.1 During the continuance of this Agreement, except as otherwise permitted as an exception set forth on Schedule 2 hereto, without the prior written consent of the Company, APOL and the Executive shall not undertake any other business or profession that is in direct competition with the Company or be or become a director, employee or agent of any other company (a) Executive agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”other than for an Associated Company), firm or person that has a substantial portion of its business in direct competition with the Company from time to time. The Executive may, however, hold or acquire by way of bona fide investment only shares or other securities of any company in compliance with Company policy unless the Company shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or require him not to do so in any capacity whatsoever, engage in, become financially interested in, particular case on the ground that such other company is or may be employed by, render any consultation carrying on a business competing or tending to compete with the business 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 Company or any subsidiaries Associated Company. 10.2 APOL and affiliatesthe Executive will not for a period of twelve (12) months after the termination of this Agreement either personally or by an agent directly or indirectly either on his own account or for any other person, firm or company or in association with or in the employment of any other person, firm or company be engaged in or concerned directly or indirectly in any geographic area executive, technical or advisory capacity in any business concern (of whatever kind) which is in competition with the business of the Company or any of its subsidiaries Associated Company. This Section 10.2 shall not restrain APOL and the Executive from being engaged or affiliates are then conducting concerned in any business concern in so far as APOL’s or proposing the Executive’s duties or work shall relate solely: (i) to conduct business, including, without limitation, geographical areas where the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which business concern is engaged not in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 competition with the Company or any Associated Company; or (ii) to services or activities of its subsidiaries a kind with which APOL or affiliates or otherwise compromise the Company’s good will or 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 affiliatesExecutive was not concerned to a material extent during this Agreement. (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 10.3 IN CONNECTION WITH THIS SECTION 10, a business competitive with the products and services of the Company APOL AND THE EXECUTIVE EACH REPRESENTS THAT ITS OR HIS EXPERIENCE, CAPABILITIES AND CIRCUMSTANCES ARE SUCH THAT THESE PROVISIONS WILL NOT PREVENT APOL OR THE EXECUTIVE (or such subsidiaries and affiliatesAS APPLICABLE) is limited to a specialty retailer which primarily distributes, sells or markets so-called “big and tall” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its businessFROM EARNING A LIVELIHOOD AND THAT THE LIMITATIONS SET FORTH THEREIN ARE REASONABLE AND PROPERLY REQUIRED FOR THE ADEQUATE PROTECTION OF THE COMPANY. (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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one two (12) year period immediately following the Termination Date termination of Executive’s employment hereunder (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessionsPuerto Rico where, Canada at the time of the termination of his employment hereunder, the business of the Company or any of such subsidiaries and Europeaffiliates was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 10Section 9, a business competitive with the products and services of the Company (or such subsidiaries and affiliates) is limited to shall include, a specialty retailer which primarily distributes, sells or markets so-called “big and tall” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the worldUnited States and Puerto Rico, that Executive’s duties and responsibilities on behalf of the Company are of a worldwide naturenationwide (including Puerto Rico) in scope, that its sales and marketing prospects are for continued expansion throughout the world United States and therefore, the territorial and time limitations set forth in this paragraph 10 Section 9 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 non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive In consideration of the Options granted hereunder and other consideration payable to the Participant from time to time by the Company and its affiliates, the Participant hereby agrees that during his or her employment with the Term Company and (i) for a period of Employment and during the one two (12) year period immediately years following the Termination Date date of the Participant’s termination of employment for any reason other than (A) by the “Non-Competitive Period”Participant for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the such date of termination (A) by the Participant for Good Reason or (B) by the Company for a reason other than Cause, unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive shall the Participant will not, directly or indirectlyindirectly (as a principal, as agent, owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, consultant or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business 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 Company or any subsidiaries and affiliatesotherwise), in any geographic area county in which the United States, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries Subsidiaries or affiliates are then conducting any business as of the date of termination (or proposing have conducted any business twelve (12) months prior to conduct such date of termination) (the “Territory”): (i) engage in any business competitive with the business conducted by the Company or its affiliates or Subsidiaries; (ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or Subsidiaries; or (iii) solicit business, includingor attempt to solicit business within the Territory, without limitationin products or services competitive with any products or services sold (or offered for sale) by the Company or any affiliate, from the United States of America and its possessionsCompany’s or affiliate’s customers or prospective customers, Canada and Europeor those individuals or entities with whom the Company or affiliate did any business during the two-year period ending on the Participant’s termination date; provided, however, that Executive may own any securities of any corporation which is engaged in such business the foregoing and is publicly owned and traded but in an amount this Section 9 shall not prohibit or be construed to exceed at any one time one percent (1%) prohibit the Participant from owning less than 2% of any class of stock or other securities of which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly entity or indirectly, 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 are engaged in competition with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary Subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separatelyCompany. (1) Only include for participants who are not party to employment agreements with the Company.

Non-Competition. (a) Executive agrees that during For the Term of Employment and during the one (1) year applicable period immediately following the Termination Date set forth below (the “Non-Competitive "Restricted Period”"), the Executive shall not, directly or indirectly, own an interest in, manage, operate, join, control, consult, advise, or render other assistance to or participate in or be connected with, as owneran officer, Executive, partner, joint venturer, stockholder, employeeconsultant or otherwise, brokerany individual, agentpartnership, principalfirm, trusteecorporation or other business organization or entity ("Person") that, corporate officerat such time, director, licensor, or is engaged in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is may be deemed competitive with the Company's business of selling and supplying vehicle telematics products and services. (the "Restricted Business"). If the Executive is terminated by the Company for cause pursuant to Section 9(c) or services the Executive terminates his (b) During the Restricted Period, the Executive shall not directly or indirectly (i) hire or employ on any basis, (ii) solicit or endeavor to entice away from the Company or its and each of its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the "Affiliates"), or (iii) otherwise interfere with the relationship of the Company or its Affiliates with, any subsidiaries and affiliates, in any geographic area in which person who is employed by the Company or any of its subsidiaries Affiliates or affiliates are any person who was employed by the Company or its Affiliates within the then conducting or proposing to conduct business, including, without limitationmost recent six-month period. Further, the United States Executive shall not interfere in any manner with any customer, consultant, supplier or client of America and the Company or its possessionsAffiliates, Canada and Europe; providedor any Person who was a customer, howeverconsultant, that supplier or client of the Company or its Affiliates within the then most recent six-month period. (c) Nothing in this Agreement shall prohibit the Executive may own any securities from acquiring or holding up to an aggregate of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent per cent (1%) of any class issue of stock or securities of such corporation. In additionany company listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc., which company engages in Restricted Business; provided, however, the Executive and the members of his immediate families shall not, during the Non-Competitive Period, directly or indirectly, request or cause not own any suppliers or customers with whom the Company voting securities or any of its subsidiaries other interest in, or affiliates has lend or contribute monies, properties or services to, any other company engaging in 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 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 reasonableRestricted Business. (d) The existence Executive acknowledges that a material breach 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 a breach of the terms and provisions of covenants contained in this Agreement by the Company, regardless of whether the breach is material) by Executive against Section 4 would result in material irreparable injury to the Company or any subsidiary or affiliate shall for which there is no adequate remedy at law, that it will not constitute a defense be possible to the enforcement by measure damages for such injuries precisely and that the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this Section 4, and such other relief as may be required to specifically enforce any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separatelycovenants in this Section 4.

Non-Competition. (a) In consideration for the Inducement Award referenced in paragraph 3(d) above and the potential to receive additional compensation pursuant to paragraph 7(a)(i) and 7(e) above, Executive further covenants and agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) In consideration for the Sign-On Award, the Equity Award referenced in Paragraph 3(d), and the potential to receive additional compensation pursuant to paragraph 7(a)(i) and 7(e) above, Executive further covenants and agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Executive provided services or any had a material presence or influence on behalf of its subsidiaries or affiliates are then conducting or proposing to conduct businessthe Company, including, without limitation, whether in the United States of America and its possessionsStates, Canada and EuropeCanada, Europe or 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 such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, 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 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 kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) In view of the unique and valuable services expected to be rendered by Executive to the Fairway Group, Executive’s knowledge of the trade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Company, Executive agrees that during the Term period of Employment her employment by the Company and during for one year following her employment with the one (1) year period immediately following the Termination Date Company (the “Non-Competitive Competition Period”), Executive shall not, whether for compensation or without compensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business that has a store, or is actively considering locating a store, within a 50-mile radius of (i) any existing store operated by the Fairway Group or (ii) any location where the Fairway Group is actively considering locating a store. The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Competition Period, directly or indirectlyexcept in the good faith performance of her duties for the Fairway Group, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or affiliates Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (x) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with its obligations under Section 4 hereof, and such breach is not cured within thirty (30) days after written notice of such breach is provided to the Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from her obligations under this Section 9. If Executive does not comply in all material respects with her obligations under this Section 9 (other than in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Company shall not be obligated to pay Executive any remaining portion of the Severance Payments. (b) During the Non-Competition Period: (i) Executive shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to any member of the Fairway Group or any of its subsidiaries affiliates, management, officers, directors, services, products, operations or affiliates other matters relating to the Fairway Group’s businesses; and (ii) The Fairway Group, formally or through its officers and directors, shall not make any oral or written statements, either directly or through other persons or entities, which are disparaging to Executive. Notwithstanding the foregoing provisions of this Section 9(b), it shall not be a violation of this Section 9(b) for Executive or the Fairway Group to (i) make truthful statements when required by order of a court or other body having jurisdiction, any governmental investigation or inquiry by a governmental entity, subpoena, court order, compulsory legal process, or as otherwise compromise may be required by law, (ii) make traditional competitive statements in the course of promoting a competing business (except in violation of Section 9, 10 or 11 hereof), (iii) disclose that Executive is no longer employed by the Company’s good will , (iv) rebut inaccurate statements made by the other party or solicit, hire, interfere with (v) for either party to make truthful statements to enforce her 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 affiliatesrights under this Agreement. (bc) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (cd) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties and responsibilities on behalf provisions of this Section 9 were a material inducement to the Company are of a worldwide nature, to enter into this Agreement and to employ Executive. Executive further acknowledges 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 Section 9 are reasonable and properly required for the adequate protection of the business of the Company Fairway Group. Executive hereby waives, to the extent permitted by law, any and all right to contest the validity of this Section 9 on the ground of breadth of its subsidiaries geographic or product and affiliatesservice coverage or length of term. 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. (de) 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate other member of the Fairway Group shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate Fairway Group of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during the Term for a period of Employment and during the one twelve (112) year period immediately following the Termination Date months after termination of his employment (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which is are designed for the same purpose as, are generically the same as, or are otherwise competitive with with, products or services of the Company Company, in existence or any subsidiaries and affiliatesunder development, in any geographic area in which where, at the time of termination of his employment hereunder, the business of the Company or was being conducted in any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europemanner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one two percent (12.0%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, request or cause any customers of the Company to cancel or terminate any business relationship with the Company. The Executive further agrees that, during the Non-Competitive Period, the Executive and any individual or entity controlled by or under common control with Executive, shall not, without the Company's prior written consent, solicit, directly or indirectly, request for himself, themselves, or cause for any suppliers other person or customers with whom entity, any employee or consultant of the Company or any of its subsidiaries affiliates, or request or cause any employee or consultant of the Company or any of its affiliates has a business relationship to cancel terminate his employment or terminate any such business relationship services with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 Section 5 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during During the Term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Limited Period”), Executive ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall notnot be engaged or interested, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate an officer, director, licensorstockholders (excepting less than one (1%) percent interest in a publicly traded company), employee, partner, individual proprietor, investor or consultant, or in any other manner or capacity whatsoever, engage inin any business that involves the production, become financially interested in, be employed by, render any consultation distribution or business advice with respect to, accept any competitive business on behalf ofmarketing of products or services, or have otherwise competitive with, any connection with any business product or service currently, or which is competitive with products from time to time may be, produced, distributed or services of marketed by the Company or any subsidiaries and affiliatesaffiliated entity during the Limited Period, in any geographic area place in which the Company or any affiliated entity at the time of such termination conducts such a business, without the prior written approval of the Company; PROVIDED, HOWEVER, that if any provision of Section 10 or this Section 11 would be held to be unenforceable because of the scope, duration or area of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitationapplicability, the United States court making such determination shall have the power to, and shall, modify such scope, duration or area, or all of America them, to the minimum extent necessary to make such modified form. The above notwithstanding, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be entitled to (I) remain on the Board of Directors of any corporations in which he currently has such a position and its possessions(ii) advise or counsel other persons or entities, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount activities are not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 competitive with the Company and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇'▇ name is not publicly associated with such entities or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or solicitactivities. 12. ENFORCEMENT OF CONFIDENTIALITY, 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 affectedNON-SOLICITATION AND NON-COMPETITION AGREEMENTS. 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ hereby acknowledges that the Company conducts business throughout will not have an adequate remedy at law in the worldevent of any breach by him of any provision of Section 9, 10, or 11 of this Agreement and that Executive’s duties and responsibilities on behalf of the Company are will suffer irreparable damage and injury as a result of any such breach. Accordingly, in the event of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇'▇ breach or threatened breach of any provision of Section 9, 10, or 11 of this Agreement, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ hereby consents to the granting of a worldwide naturetemporary restraining order, that its sales and marketing prospects are for continued expansion throughout the world and therefore, the territorial and time limitations set forth preliminary injunction and/or permanent injunction against him 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 jurisdiction prohibiting him from committing or continuing any such breach or threatened breach. Notwithstanding anything herein to the reduction contrary, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall have no obligation or liability under Sections 11 or 12 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 a breach of the terms and provisions this Agreement upon termination of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separatelywithout cause.

Non-Competition. (a) Executive agrees that during During the Term of Employment and during Term, the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive shall not, not without the consent of the Board directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or indirectly engage in any capacity whatsoever, engage in, become financially other business or be concerned or interested in, be employed by, render in any consultation other business of a similar nature to or which would or might compete with the business advice with respect to, accept any competitive business for the time being carried on behalf of, or have any connection with any business which is competitive with products or services of by the Company or any subsidiaries and affiliatesGroup Company save that he may (but without prejudice to paragraph 3) be interested as a holder or beneficial owner of not more than 5% of any class of stock, shares or debentures in any company (other than the Company, in which case, such limit shall not apply) whose stock, shares or debentures are listed or dealt in on an appointed stock exchange (as defined in the Companies Act). (b) Since the Executive has obtained in the course of his employment prior to the date hereof and is likely to obtain in the course of his employment hereunder knowledge of the trade secrets and also other confidential information in regard to the business of the Company and of any geographic area Group Company with which he becomes associated, the Executive hereby agrees with the Company that in addition to the restrictions contained in paragraph (a) above, he will not in Bermuda, the United Kingdom, the United States or Switzerland: (i) During the period of twelve (12) months following the termination of his employment (howsoever caused) either on his own account or for any other person, firm or company directly or indirectly be engaged in or concerned with any business or undertaking which is engaged in or carries on in Bermuda, the United Kingdom, the United States or Switzerland any insurance or re-insurance business which competes or seeks to compete with the insurance or re-insurance business carried on by the Company or any other Group Company at the date of its subsidiaries or affiliates are then conducting or proposing to conduct termination (any such business, including, without limitationa “Competitive Business”). Notwithstanding the foregoing, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not shall be permitted to exceed at any one time one percent (1%) of any class of stock hold or securities of such corporation. In addition, Executive shall not, own equity that he is permitted to hold or own during the Non-Term under paragraph 10(a) above or (2) provide services to, and retain compensation from, a division, subsidiary or affiliate of an entity that owns a Competitive PeriodBusiness or a private equity or hedge fund which holds investments in, or manages, a Competitive Business, in each case as long as the Executive’s services to such division, subsidiary, affiliate, private equity fund or hedge fund do not relate to such Competitive Business. (ii) During the period of twelve (12) months following the termination aforesaid either on his own account or for any other person, firm or company directly or indirectlyindirectly solicit, request interfere with or cause any suppliers or customers with whom endeavor to entice away from the Company or any Group Company for a Competitive Business any person, firm or company who at the date of its subsidiaries termination aforesaid or affiliates has who in the period of twelve (12) months immediately prior to such date was a business relationship to cancel customer or terminate any such business relationship client of or in the habit of dealing with the Company or any of its subsidiaries Group Company or affiliates or otherwise compromise the Company’s good will or solicit, hire, interfere who at such date was to his knowledge negotiating with or entice from the Company or any of its subsidiaries Group Company in relation to all 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (ciii) Executive acknowledges that During the period of twelve (12) months following the termination aforesaid either on his own account or for any other person, firm or company solicit the services of or endeavor to entice away from the Company conducts business throughout the worldor any Group Company any director, that Executive’s duties and responsibilities on behalf employee or individual consultant of the Company or any Group Company or who in the twelve (12) months immediately prior to such date was a director, employee or individual consultant of the Company or any Group Company (whether or not such person would commit any breach of his or her contract of employment or engagement by reason of leaving the service of such company) nor shall the Executive knowingly employ or aid or assist in or procure the employment by any other person, firm or company of any such person. (c) While the restrictions aforesaid are considered by the parties to be reasonable in all the circumstances, it is agreed that if any of a worldwide naturesuch restrictions shall, that its sales and marketing prospects are for continued expansion throughout taken together, be adjudged to go beyond what is reasonable in all the world and therefore, the territorial and time limitations set forth in this paragraph 10 are reasonable and properly required circumstances for the adequate protection of the business legitimate interests of the Company and its subsidiaries and affiliates. In the event or any such territorial or time limitation is deemed to Group Company but would be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction adjudged reasonable if part of the territorial wording thereof were deleted or time limitation to modified the area said restrictions shall apply with such words deleted or period which such court shall deem reasonablemodified. (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 a breach Executive hereby agrees that he will at the request and at the cost of the Company enter into a direct agreement or undertaking with any Group Company whereby he will accept restrictions and provisions corresponding to the restrictions and provisions herein contained (or such of them as may be appropriate in the circumstances) in relation to such services and such area and for such period as such company or companies may reasonably require for the protection of its or their legitimate interests provided that the terms of such restrictions and provisions will not be more onerous than the restrictions and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separatelyAgreement.

Non-Competition. (a) In consideration for the consideration set forth in the Amended Employment Agreement and the payment of severance benefits set forth in Section 7 of the Employment Agreement, as amended, Executive further covenants and agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Executive provided services or any had a material presence or influence on behalf of its subsidiaries or affiliates are then conducting or proposing to conduct businessthe Company, including, without limitation, whether in the United States of America and its possessionsStates, Canada and EuropeCanada, Europe or 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 such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, 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 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 3 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 103, 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 kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive's employment hereunder (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business which is competitive with products or services of the Company or any of its subsidiaries and affiliates, in any geographic area in which the United States of America where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries and affiliates was being conducted or affiliates are then conducting or proposing was proposed to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europebe conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, notify directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph Section 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties and responsibilities on behalf Eastern portion of United States (all states east of the Company are of a worldwide natureMississippi River and Missouri) , that its sales and marketing prospects are for continued expansion throughout the world United States and that, therefore, the territorial and time limitations set forth in this paragraph Section 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term Company and for a period of Employment and during the one (1) year period immediately following the Termination Date termination of Executive's employment hereunder, other than by reason of the Company's election not to renew this Agreement (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business products or services or proposed products or services which is are competitive with products or services of the Company or any subsidiaries and affiliatesof its subsidiaries, in any geographic area in which where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries was being conducted or affiliates are then conducting or proposing was proposed to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europebe conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any collaborative partners, universities, governmental agencies, contracting parties, 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 solicit, hire, interfere with or entice solicit 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 affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph Section 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the on a world, that Executive’s duties and responsibilities on behalf of the Company are of a worldwide nature-wide basis, that its sales and marketing prospects are for continued expansion throughout the into world markets and that, therefore, the territorial and time limitations set forth in this paragraph Section 10 are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries and affiliatessubsidiaries. 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive Employee agrees that during his employment by the Term Company (which shall be deemed to include the period in which Employee is receiving any severance payments set forth in Section 7(g) hereto) and for a period of Employment and during three (3) years after the one later to occur of the termination or expiration of Employee's employment with the Company (1or Zygo as the case may be) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive Employee shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which is are designed for the same purpose as, are similar to, or are otherwise competitive with with, products or services of the Company Company, Zygo or any of their respective subsidiaries and affiliatesor affiliates which are being sold or provided or proposed to be provided at the time of termination or expiration of Employee's employment, in any geographic area in which where, at the Company time of the termination or expiration of his employment hereunder, the business of the Company, Zygo or any of its their respective subsidiaries or affiliates are then conducting was being conducted or proposing was proposed to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europebe conducted in any manner whatsoever; provided, however, that Executive Employee 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 one percent (1%) of any class of stock or securities of such corporation. In addition, Executive Employee shall not, directly or indirectly, during the Non-Competitive Period, directly or indirectly, request or cause any contracting parties, suppliers or customers with whom the Company Company, Zygo or any of its their respective subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company Company, Zygo or any of its their respective subsidiaries or affiliates or otherwise compromise the Company’s good will or solicit, hire, interfere with or entice from the Company Company, Zygo or any of its their respective subsidiaries or affiliates any employee (or former employee who has been separated from service for less than 12 monthsemployee) of the Company Company, Zygo or any of its their respective subsidiaries or affiliates. In addition, the Company and Employee hereby agree, acknowledging such agreement to be in their respective best interests, that, at the option of the Company, Employee shall enter into a consulting agreement following the termination or expiration of his employment with the Company (or Zygo, as the case may be), pursuant to which Employee will devote an equivalent of 33% of his full-time employment hours, at a time and place to be mutually agreed upon by Employee and the Company, to performing consulting services for the Company for a period of up to three (3) years, in consideration for which the Company will pay to Employee 33% of Employee's salary (at the rate then in effect); provided, however, that the foregoing requirement to provide consulting services shall in no way interfere with Employee's ability to accept and perform any employment or services, on a full- or part-time basis, which are not competitive with the business of the Company, Zygo or any of their respective subsidiaries or affiliates as set forth in the first sentence of this Section 9(a). Notwithstanding the foregoing, in the event Employee's employment hereunder is terminated by the Company for justifiable cause pursuant to Section 7(a), the Non-Competitive Period shall continue through the expiration of the scheduled term of this Agreement as provided in Section 2 hereof and for a period of two (2) years thereafter. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive Employee acknowledges that the Company and/or Zygo conducts business throughout the on a world, that Executive’s duties and responsibilities on behalf of the Company are of a worldwide nature-wide basis, that its sales and marketing prospects are for continued expansion throughout the into world markets and that, therefore, the territorial and time limitations set forth in this paragraph 10 Section 9 are reasonable and properly required for the adequate protection of the business of the Company Company, Zygo and its subsidiaries and affiliatestheir respective subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive Employee agrees to the reduction of the territorial or time limitation to the area or period which such court shall deem deems 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 a breach of the terms and provisions of this Agreement by Employee against the Company, regardless of whether the breach is material) by Executive against the Company Zygo or any subsidiary of their respective subsidiaries or affiliate affiliates shall not constitute a defense to the enforcement by the Company Company, Zygo or any such subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive’s employment hereunder (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessionsPuerto Rico where, Canada at the time of the termination of his employment hereunder, the business of the Company or any of such subsidiaries and Europeaffiliates was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph Section 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 Section 10, a business competitive with the products and services of the Company (or such subsidiaries and affiliates) is limited to shall include, a specialty retailer which primarily distributes, sells or markets so-called “big and tall” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties United States and responsibilities on behalf of the Company are of a worldwide naturePuerto Rico, that its sales and marketing prospects are for continued expansion throughout the world United States and therefore, the territorial and time limitations set forth in this paragraph Section 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 non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees that during the Term of Employment and during the one as follows: (1i) year period immediately Executive will not, within twenty-four months following the Termination Date termination of Executive’s employment with Company or its subsidiaries (the “NonPost-Competitive Termination Period”) or during the period of Executive’s employment with the Company or its subsidiaries (collectively with the Post-Termination Period, the “Restricted Period”), Executive shall notaccept an employment or consulting relationship (or own or have any financial interest in), directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any entity which derives at least 10% of its revenue from engaging in the business which of home respiratory therapy, home infusion therapy, and home medical equipment that is competitive with products the Company and its Subsidiaries within the United States (a “Competitive Business”). (ii) During the Restricted Period, Executive will not initiate or services respond to communications with any of the employees of the Company or any its subsidiaries and affiliates, in any geographic area in which who earned annually $50,000 or more as a Company or subsidiary employee during the twelve-month period prior to the termination of such employee’s employment with the Company or subsidiary, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity. (iii) During the Restricted Period, Executive will not influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates are then conducting or proposing to conduct businessaffiliates, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, either directly or indirectly, request to divert their business to any individual, partnership, firm, corporation or cause any suppliers or customers other entity then in competition 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 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenantsCompany. (iv) During the Restricted Period, but such claim Executive will not, other than as required by law or by order of a court or other competent authority, make or publish, or cause any other person to make or publish, any statement that is disparaging or that reflects negatively upon the Company or its affiliates, or that is or reasonably would be expected to be damaging to the reputation of action the Company or any subsidiary or affiliate of the Company. Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly own, solely as an investment, securities of any person engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such person. (b) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Executive, the provisions of this Appendix A shall not be rendered void but shall be litigated separatelydeemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (c) The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Executive is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one two (12) year period immediately following the Termination Date termination of Executive’s employment hereunder (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessionsPuerto Rico where, Canada at the time of the termination of his employment hereunder, the business of the Company or any of such subsidiaries and Europeaffiliates was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph Section 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 Section 10, a business competitive with the products and services of the Company (or such subsidiaries and affiliates) is limited to shall include, a specialty retailer which primarily distributes, sells or markets so-called “big and tall” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the worldUnited States and Puerto Rico, that Executive’s duties and responsibilities on behalf of the Company are of a worldwide naturenationwide (including Puerto Rico) in scope, that its sales and marketing prospects are for continued expansion throughout the world United States and therefore, the territorial and time limitations set forth in this paragraph Section 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 non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) In consideration for the Signing Award referenced in paragraph 3(d) above and the potential to receive additional compensation pursuant to paragraph 7(a)(i) and 7(e) above, Executive further covenants and agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive Employee agrees that during his employment by the Term Company (which shall be deemed to include the period in which Employee is receiving any severance payments set forth in Section 7(g) hereto) and for a period of Employment and during three (3) years from the one termination or expiration of Employee's employment with the Company (1or Zygo as the case may be) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive Employee shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which is are designed for the same purpose as, are similar to, or are otherwise competitive with with, products or services of the Company Company, Zygo or any of their respective subsidiaries and affiliatesor affiliates which are being sold or provided or reasonably proposed to be provided at the time of termination or expiration of Employee's employment, in any geographic area in which where, at the Company time of the termination or expiration of his employment hereunder, the business of the Company, Zygo or any of its their respective subsidiaries or affiliates are then conducting was being conducted or proposing was proposed to conduct businessbe conducted in any manner whatsoever; PROVIDED, includingHOWEVER, that in the event Employee is terminated by the Company without limitationjustifiable cause or for Good Reason, the United States Non-Competitive Period shall be reduced to the later of America and its possessions, Canada and Europe(i) one (1) year from date of the termination of the benefits conferred upon the Employee pursuant to section 7(h)(ii)or (ii) three (3) years from the date of the Effective Time of the Merger; provided, howeverPROVIDED FURTHER, that Executive Employee 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 one two percent (12%) of any class of stock or securities of such corporation. In addition, Executive Employee shall not, directly or indirectly, during the Non-Competitive Period, directly or indirectly, request or cause any contracting parties, suppliers or customers with whom the Company Company, Zygo or any of its their respective subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company Company, Zygo or any of its their respective subsidiaries or affiliates or otherwise compromise the Company’s good will or solicit, hireinterfere with, interfere with or entice from the Company Company, Zygo or any of its their respective subsidiaries or affiliates affiliates, or otherwise hire, any employee (or former employee who has been separated from service for less than 12 monthsemployee) of the Company Company, Zygo or any of its their respective subsidiaries or affiliates. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive Employee acknowledges that the Company and/or Zygo conducts business throughout the on a world, that Executive’s duties and responsibilities on behalf of the Company are of a worldwide nature-wide basis, that its sales and marketing prospects are for continued expansion throughout the into world markets and that, therefore, the territorial and time limitations set forth in this paragraph 10 Section 9 are reasonable and properly required for the adequate protection of the business of the Company Company, Zygo and its subsidiaries and affiliatestheir respective subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive Employee agrees to the reduction of the territorial or time limitation to the area or period which such court shall deem deems 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 a breach of the terms and provisions of this Agreement by Employee against the Company, regardless of whether the breach is material) by Executive against the Company Zygo or any subsidiary of their respective subsidiaries or affiliate affiliates shall not constitute a defense to the enforcement by the Company Company, Zygo or any such subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) As a material inducement to the Company to enter into this Agreement, Executive agrees that during his employment by the Term Company and for a period of Employment and during the one two years (1except as otherwise specifically provided below) year period immediately following the Termination Date termination of Executive's employment hereunder (the “"Non-Competitive Period”"), Executive shall not, (i) directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business which is competitive with with, products or services of the Company or any of its subsidiaries and or affiliates, in any geographic area in which where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries or affiliates are then conducting was being conducted or proposing was proposed to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europebe conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, (ii) 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 (iii) 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 monthsemployee) of the Company or any of Company, its subsidiaries or affiliates. Notwithstanding the foregoing, following the termination of Executive's employment hereunder, the restrictions set forth in clause (i) of the preceding sentence shall not apply to any portion of the Non-Competitive Period after the later of (i) October 1, 1997 or (ii) the end of any period during which payments are being made to Executive pursuant to Section 7(g) or 7(h). (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts and its subsidiaries and affiliates conduct business throughout the worldUnited States, that Executive’s duties the United Kingdom, Israel, Italy and responsibilities on behalf of the Company are of a worldwide natureHong Kong, that its sales and marketing prospects are for continued expansion throughout the world United States, the United Kingdom, Israel, Italy and Hong Kong and that, therefore, the territorial and time limitations set forth in this paragraph 10 Section 9 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. (e) In the event Executive's employment with the Company terminates for any reason other than the Company's failure to renew this Agreement, the Company and Executive agree that in consideration of the payments being made to Executive pursuant to Section 7, Executive shall be available during the period such payments are being made to advise and consult with the Board of Directors, the President and other officers of the Company and its subsidiaries and affiliates with respect to the affairs of the Company and its subsidiaries and affiliates on a part-time basis, in response to requests for such advisory and consulting services by the Board of Directors, or other officers of the Company or its subsidiaries and affiliates, subject to the conditions that (i) Executive shall not be required to devote a major portion of his time to such services, (ii) such services shall not unreasonably interfere with the performance of other employment or consulting duties Executive may have, (iii) Executive shall not be required to perform such services during usual vacation periods and reasonable periods of illness or other incapacitation, (iv) such services shall be performed at times and places as shall be chosen by Executive, and which will result in the least inconvenience to Executive, and (v) all other provisions of this Section 9 shall apply. Notwithstanding the foregoing, in the event that Executive seeks full-time employment with a third party and such third party will not accept Executive's services for as long as he is committed under this subsection (e) to provide consulting services to the Company, then if the Board of Directors of the Company determines in its reasonable discretion that Executive's employment with the third party will not cause him to breach the provisions of Section 9 of this Agreement (other than this subsection (e)) and Executive provides the Board of Directors with a letter signed by the third party stating that such third party will not accept Executive's services as described above, the provisions of this subsection (e) shall immediately terminate and be of no further force or effect.

Non-Competition. (a) In consideration for: the promotion to Senior Vice President, Finance, Chief Accounting Officer & Corporate Controller, the corresponding $8,000.00 gross salary increase, the increased bonus percentage participation and automobile allowance, Executive further covenants and agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Executive provided services or any had a material presence or influence on behalf of its subsidiaries or affiliates are then conducting or proposing to conduct businessthe Company, including, without limitation, whether in the United States of America and its possessionsStates, Canada and EuropeCanada, Europe or 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 such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, 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 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 kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive In consideration of the Options granted hereunder and other consideration payable to the Participant from time to time by the Company and its affiliates, the Participant hereby agrees that during his or her employment with the Term Company and (i) for a period of Employment and during the one two (12) year period immediately years following the Termination Date date of the Participant’s termination of employment for any reason other than (A) by the “Non-Competitive Period”Participant for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the such date of termination (A) by the Participant for Good Reason or (B) by the Company for a reason other than Cause, unless such termination is within 12 months following a Change of Control (in which case the following restrictions shall not apply), Executive shall the Participant will not, directly or indirectlyindirectly (as a principal, as agent, owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, consultant or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business 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 Company or any subsidiaries and affiliatesotherwise), in any geographic area county in which the United States, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries Subsidiaries or affiliates are then conducting any business as of the date of termination (or proposing have conducted any business twelve (12) months prior to conduct such date of termination) (the “Territory”): (i) engage in any business competitive with the business conducted by the Company or its affiliates or Subsidiaries; (ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its affiliates or Subsidiaries; or (iii) solicit business, includingor attempt to solicit business within the Territory, without limitationin products or services competitive with any products or services sold (or offered for sale) by the Company or any affiliate, from the United States of America and its possessionsCompany’s or affiliate’s customers or prospective customers, Canada and Europeor those individuals or entities with whom the Company or affiliate did any business during the two-year period ending on the Participant’s termination date; provided, however, that Executive may own any securities of any corporation which is engaged in such business the foregoing and is publicly owned and traded but in an amount this Section 10 shall not prohibit or be construed to exceed at any one time one percent (1%) prohibit the Participant from owning less than 2% of any class of stock or other securities of which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly entity or indirectly, 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 are engaged in competition with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary Subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separatelyCompany.

Non-Competition. (a) Executive agrees that during For For so long as the Term Employee is employed by the Company or receiving payment hereunder and continuing for a period of Employment and during two years after the one (1) year period immediately following date of the Termination Date (termination of the “Non-Competitive Period”)employment of the Employee with the Company, Executive notwithstanding whether the Employee's employment is terminated with or without Cause or whether the Employee resigns, the Employee shall not, without the prior written consent of the Company and Imax, directly or indirectlyindirectly anywhere within Canada, the United States, Europe or Asia, as ownera sole proprietor, partnermember of a partnership, joint venturerstockholder or investor (other than a stockholder or investor owning not more than a 5% interest), stockholderofficer or director of a corporation, or as a trustee, employee, brokerassociate, agentconsultant, principalprincipal or agent of any person, trusteepartnership, corporate officercorporation or other business organization or entity other than Imax: (x) solicit, directorendeavour to entice away or gain the custom of, licensorcanvass or interfere in the Company's and/or Imax's relationship with any person or entity who is, or in any capacity whatsoeverwas within the then most recent 12-month period, engage ina supplier, customer or client (or, at the time of termination of Employee's employment, reasonably anticipated to become financially interested ina supplier, be employed by, render any consultation customer or business 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 Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 monthsclient) of the Company and/or Imax and with whom the Employee had dealings during his employment with the Company; or (y) render any service to or in any way be affiliated with a Competitor of its subsidiaries Imax. A "Competitor" of Imax shall be defined for these purposes as any person or affiliates. entity which is either: (bi) If any portion of primarily engaged or reasonably anticipated to become primarily engaged in the Business, or (ii) engaged in, or reasonably anticipated to become engaged in the Business, though not primarily, - but then only if the Employee would be directly and materially involved in the Business. "Business" shall be defined for these purposes as designing or supplying large format theatres, designing or distributing projection or sound systems for large format theatres, designing or supplying motion simulation attractions, producing, developing, making, formatting, re-formatting or distributing films for large format theatres or motion simulation attractions or designing, supplying, marketing, manufacturing or otherwise offering for sale or purchase image capture, post capture image processing or projection display systems, including but not limited to, in connection with the "electronic cinema" projector or "digital cinema" projector business. The Employee confirms that all 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 Section are reasonable and properly required for the adequate protection of the business of the Company valid 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 waives all defences to the reduction of the territorial or time limitation to the area or period which such court shall deem reasonablestrict enforcement thereof. (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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year six month period immediately following the Termination Date termination of Executive's employment hereunder (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business which is competitive with products or services of the Company or any subsidiaries and affiliates, of the Company with respect to whom the Executive exercised any significant responsibilities (as reasonably determined by the Company) in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessionsPuerto Rico where, Canada at the time of the termination of his employment hereunder, the business of the Company or any of such subsidiaries and Europeaffiliates was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph Section 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 Section 10, a business shall be deemed to be competitive with the products and services of the Company (or such subsidiaries and affiliates) is limited to if it sells exclusively in outlet or factory stores (i) a specialty retailer which primarily distributes, sells product assortment comprised exclusively of Levi ▇▇▇▇▇▇▇ & Co. products (ii) a product assortment of a singular nationally recognized brand that constitutes at least 80% of the merchandise assortment of the Company stores or markets so-called “big the stores of such Company subsidiaries and tall” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its businessaffiliates. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties and responsibilities on behalf Eastern portion of United States (all states east of the Company are of a worldwide natureMississippi River and Missouri) and Puerto Rico, that its sales and marketing prospects are for continued expansion throughout the world United States and therefore, the territorial and time limitations set forth in this paragraph Section 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 non-material claim or cause of action (a "non-material" claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive acknowledges that the Employer and its affiliates and subsidiaries by nature of their respective businesses have a legitimate and protectable interest in their clients, customers and employees with whom they have established significant relationships as a result of a substantial investment of time and money, and but for his employment hereunder, he would not have had contact with such clients, customers and employees. Executive agrees that during the Term period of Employment his employment with the Employer and during the for a period of one (1) year period immediately following the Termination Date after termination of his employment for any reason (other than termination of employment by resignation for Good Reason prior to a Change in Control or for any reason upon or after a Change in Control) (the “"Non-Competitive Compete Period”"), Executive shall not, he will not (except in his capacity as an employee of the Employer) directly or indirectly, for his own account, or as an agent, employee, director, owner, partner, or consultant of any corporation, firm, partnership, joint venturerventure, stockholdersyndicate, employee, broker, agent, sole proprietorship or other entity which has a place of business (whether as a principal, trusteedivision, corporate officersubsidiary, directoraffiliate, licensorrelated entity, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation otherwise) located within the Market Area (as hereinafter defined): A. solicit or business advice with respect to, accept any competitive business on behalf ofinduce, or have attempt to solicit or induce any connection with any business which is competitive with products client or services customer of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Employer or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at do business with the Employer or any one time one percent (1%) of its subsidiaries or affiliates; or B. solicit or induce, or attempt to solicit or induce, any class employee or agent of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company Employer or any of its subsidiaries or affiliates has a business relationship to cancel terminate his or terminate any such business her relationship with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 Employer 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 10Agreement, "Market Area" shall be an area encompassed within a twenty-five (25) mile radius surrounding any place of business competitive with the products and services of the Company (Employer 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. subsidiaries or affiliates (cexisting or planned as of the Date of Termination of employment). The foregoing provisions shall not be deemed to prohibit (i) Executive's ownership, not to exceed ten percent (10%) of the outstanding shares, of capital stock of any corporation whose securities are publicly traded on a national or regional securities exchange or in the over-the-counter market or (ii) Executive acknowledges that serving as a director of other corporations and entities to the Company conducts business throughout extent these directorships do not inhibit the world, that Executive’s performance of his 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 hereunder or conflict with 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 reasonableEmployer. (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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive Employee agrees that during his employment by the Term Company (which shall be deemed to include the period in which Employee is receiving any severance payments set forth in Section 8(g) hereto) and for a period of Employment and during three (3) years from the one termination or expiration of Employee's employment with the Company (1or Zygo as the case may be) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive Employee shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which is are designed for the same purpose as, are similar to, or are otherwise competitive with with, products or services of the Company Company, Zygo or any of their respective subsidiaries and affiliatesor affiliates which are being sold or provided or reasonably proposed to be provided at the time of termination or expiration of Employee's employment, in any geographic area in which where, at the Company time of the termination or expiration of his employment hereunder, the business of the Company, Zygo or any of its their respective subsidiaries or affiliates are then conducting was being conducted or proposing was proposed to conduct businessbe conducted in any manner whatsoever; PROVIDED, includingHOWEVER, that in the event Employee is terminated by the Company without limitationjustifiable cause or for Good Reason, the United States Non-Competitive Period shall be reduced to the later of America and its possessions, Canada and Europe(i) one (1) year from date of the termination of the benefits conferred upon the Employee pursuant to Section 8(h)(ii) or (ii) three (3) years from the date of the Effective Time of the Merger; provided, howeverPROVIDED FURTHER, that Executive Employee 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 one two percent (12%) of any class of stock or securities of such corporation. In addition, Executive Employee shall not, directly or indirectly, during the Non-Competitive Period, directly or indirectly, request or cause any contracting parties, suppliers or customers with whom the Company Company, Zygo or any of its their respective subsidiaries or affiliates has a business relationship to cancel or terminate any such business relationship with the Company Company, Zygo or any of its their respective subsidiaries or affiliates or otherwise compromise the Company’s good will or solicit, hireinterfere with, interfere with or entice from the Company Company, Zygo or any of its their respective subsidiaries or affiliates affiliates, or otherwise hire, any employee (or former employee who has been separated from service for less than 12 monthsemployee) of the Company Company, Zygo or any of its their respective subsidiaries or affiliates. (b) If any portion of the restrictions set forth in this paragraph Section 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive Employee acknowledges that the Company and/or Zygo conducts business throughout the on a world, that Executive’s duties and responsibilities on behalf of the Company are of a worldwide nature-wide basis, that its sales and marketing prospects are for continued expansion throughout the into world markets and that, therefore, the territorial and time limitations set forth in this paragraph Section 10 are reasonable and properly required for the adequate protection of the business of the Company Company, Zygo and its subsidiaries and affiliatestheir respective subsidiaries. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Executive Employee agrees to the reduction of the territorial or time limitation to the area or period which such court shall deem deems 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 a breach of the terms and provisions of this Agreement by Employee against the Company, regardless of whether the breach is material) by Executive against the Company Zygo or any subsidiary of their respective subsidiaries or affiliate affiliates shall not constitute a defense to the enforcement by the Company Company, Zygo or any such subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one two (12) year period immediately following the Termination Date termination of Executive’s employment hereunder (the “Non-Competitive compete and Non-solicitation Period””), Executive shall not, : (a) directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, ; (b) directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or solicit, hire, interfere with offer employment to, or entice from the Company or in any of its subsidiaries or affiliates any employee (or former employee who has been separated from service for less than 12 months) manner encourage current employees of the Company or to leave its employ. Employee further agrees that the same prohibition applies to any former employees who were employed by the Company at any time during Employee’s final six months of its subsidiaries or affiliatesemployment with the Company. (bc) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 10Section 9, 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (cd) 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 Section 9 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. (de) The existence of any non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. (f) In the event that Employee breaches any of the provisions of Paragraph 9 of this Agreement, the Non-Compete and Non-Solicitation period shall be tolled until such breach has been duly cured. (g) In the event that Employee believes that employment otherwise in violation of this Agreement would not harm the Company’s legitimate business interests, Employee may request Company to waive the restrictions contained in this Agreement. Any such request shall be made in writing to the Senior Vice President, Human Resources at the Company and shall identify the business with which Employee seeks to associate and describe the duties that Employee seeks to perform. The Company has the sole discretion whether to grant such a waiver and no waiver of any restrictions under this Agreement shall be effective unless in writing and signed by the CFO/COO or CEO of the Company.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive's employment hereunder, (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business which is competitive with with, products or services of the Company or any of its subsidiaries and affiliates, in any geographic area in which the United States of America where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries and affiliates was being conducted or affiliates are then conducting or proposing was proposed to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europebe conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall notnot notify directly or indirectly, during the Non-Non- Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or of 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 natureUnited States, that its sales and marketing prospects are for continued expansion throughout the world United States and that, therefore, the territorial and time limitations set forth in this paragraph 10 Section 9 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. (e) In the event Executive's employment with the Company terminates for any reason other than (i) the Company's failure to renew this Agreement or (ii) termination by the Company within two years following a Change in Control of the Company, the Company and Executive agree that in consideration of the severance payment made to Executive, Executive shall be available during the Non-Competitive Period to advise and consult with the Board of Directors, the President and other officers of the Company and its subsidiaries and affiliates with respect to the affairs of the Company and its subsidiaries and affiliates on a part-time basis, in response to requests for such advisory and consulting services by the Board of Directors, or other officers of the Company or its subsidiaries and affiliates, subject to the conditions that (i) such services shall be performed within the United States of America, (ii) Executive shall not be required to devote a major portion of his time to such services, (iii) such services shall not unreasonably interfere with the performance of other employment or consulting duties Executive may have, (iv) Executive shall not be required to perform such services during usual vacation periods and reasonable periods of illness or other incapacitation, (v) such services shall be performed at times and places as shall be chosen by Executive, and which will result in the least inconvenience to Executive, and (vi) all other provisions of this Section 9 shall apply. The Company shall reimburse Executive for actual out-of-pocket expenses incurred in rendering the services performed by Executive upon the request of the Board of Directors, or other officers of the Company or its subsidiaries or affiliates, payable at the end of each month during such period. Notwithstanding the foregoing, in the event that Executive seeks full-time employment with a third party and such third party will not accept Executive's services for as long as he is committed under this subsection (e) to provide consulting services to the Company, then if the Board of Directors of the Company determines in its reasonable discretion that Executive's employment with the third party will not cause him to breach the provisions of Section 9 of this Agreement (other than this subsection (e) and Executive provides the Board of Directors with a letter signed by the third party stating that such third party will not accept Executive's services as described above, the provisions of this subsection (e) shall immediately terminate and be of no further force or effect. (f) Notwithstanding anything herein to the contrary, this Section 9 shall automatically terminate if the Company elects not to renew this Agreement, if the Company terminates Executive's employment within two years following the effective date of a Change in Control of the Company, or if the Company fails to make any payments due to Executive under Sections 7(g), 7(h), 7(i) or 9(e).

Non-Competition. (a) Executive agrees that during her employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive’s employment hereunder (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessionsPuerto Rico where, Canada at the time of the termination of her employment hereunder, the business of the Company or any of such subsidiaries and Europeaffiliates was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph Section 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 Section 10, a business competitive with the products and services of the Company (or such subsidiaries and affiliates) is limited to shall include, a specialty retailer which primarily distributes, sells or markets so-called “big and tall” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties United States and responsibilities on behalf of the Company are of a worldwide naturePuerto Rico, that its sales and marketing prospects are for continued expansion throughout the world United States and therefore, the territorial and time limitations set forth in this paragraph Section 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 non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during the Term for a period of Employment and during the one twelve (112) year period immediately following the Termination Date months after termination of her employment (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which is are designed for the same purpose as, are generically the same as, or are otherwise competitive with with, products or services of the Company Company, in existence or any subsidiaries and affiliatesunder development, in any geographic area in which where, at the time of termination of her employment hereunder, the business of the Company or was being conducted in any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europemanner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one two percent (12.0%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, request or cause any customers of the Company to cancel or terminate any business relationship with the Company. The Executive further agrees that, during the Non-Competitive Period, the Executive and any individual or entity controlled by or under common control with Executive, shall not, without the Company's prior written consent, solicit, directly or indirectly, request for himself, themselves, or cause for any suppliers other person or customers with whom entity, any employee or consultant of the Company or any of its subsidiaries affiliates, or request or cause any employee or consultant of the Company or any of its affiliates has a business relationship to cancel terminate her employment or terminate any such business relationship services with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 Section 5 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges declares that the Company conducts business throughout the worldterritorial, 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 and scope of activities restricted as set forth in this paragraph 10 Section 5 are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries and affiliatesCompany. In the event that any such territorial or territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or territorial, time limitation or scope to the area or period which such court shall deem have deemed 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during the Term for a period of Employment and during the one twelve (112) year period immediately following the Termination Date months after termination of her employment (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business engaged in the research, development, testing, design, manufacture, sale, lease, marketing, utilization or exploitation of any products or services which is are designed for the same purpose as, are generically the same as, or are otherwise competitive with with, products or services of the Company Company, in existence or any subsidiaries and affiliatesunder development, in any geographic area in which where, at the time of termination of her employment hereunder, the business of the Company or was being conducted in any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europemanner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one two percent (12.0%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, request or cause any customers of the Company to cancel or terminate any business relationship with the Company. The Executive further agrees that, during the Non-Competitive Period, the Executive and any individual or entity controlled by or under common control with Executive, shall not, without the Company's prior written consent, solicit, directly or indirectly, request for herself, themselves, or cause for any suppliers other person or customers with whom entity, any employee or consultant of the Company or any of its subsidiaries affiliates, or request or cause any employee or consultant of the Company or any of its affiliates has a business relationship to cancel terminate her employment or terminate any such business relationship services with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 Section 5 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges declares that the Company conducts business throughout the worldterritorial, 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 and scope of activities restricted as set forth in this paragraph 10 Section 5 are reasonable and properly required for the adequate protection of the business of the Company and its subsidiaries and affiliatesCompany. In the event that any such territorial or territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a court of competent jurisdiction, Executive agrees to the reduction of the territorial or territorial, time limitation or scope to the area or period which such court shall deem have deemed 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) In consideration for: the promotion to Chief Human Resources Officer, the corresponding expansion of responsibilities, the $30,000.00 gross salary increase, the increased bonus percentage participation and car allowance, Executive further covenants and agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Executive provided services or any had a material presence or influence on behalf of its subsidiaries or affiliates are then conducting or proposing to conduct businessthe Company, including, without limitation, whether in the United States of America and its possessionsStates, Canada and EuropeCanada, Europe or 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 such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, 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 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 kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during Neither Seller Party shall, without the Term prior written consent of Employment and during Purchaser, for a period of seven years from the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive shall notdate hereof, directly or indirectly, accept employment with, provide services to or consult with, or establish or acquire any interest in, any business, firm, person, partnership, corporation or other entity which engages in any business or activity that is the same as owneror competitive with the business conducted by the Company in any city or county in California, partneror any city, joint venturercounty, stockholder▇▇▇▇▇, employee▇▇▇▇▇▇, broker, agent, principal, trustee, corporate officer, director, licensor, ▇▇▇▇▇▇▇▇▇ or place elsewhere in the United States or in any capacity whatsoever, engage in, become financially interested in, be employed by, render foreign country in which any consultation or business 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 customer to whom the Company is providing services or any subsidiaries technology is located. (b) Neither Seller Party shall, for a period of seven years from the date hereof, and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, Seller Parties shall cause the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount Covered Persons not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Periodto, directly or indirectly, in any way for his, her or its own account, as employee, stockholder, owner, partner, or otherwise, or for the account of any other person, corporation or entity: (i) request or cause any suppliers of the Company’s suppliers, customers or customers with whom the Company or any of its subsidiaries or affiliates has a business relationship vendors to cancel or terminate any such existing or continuing business relationship with the Company; (ii) solicit, entice, persuade, induce, request or otherwise cause any employee, officer, consultant or agent of the Company to refrain from rendering services to Company or to terminate his or her relationship, contractual or otherwise, with Company; or (iii) induce or attempt to influence any customer or vendor to cease or refrain from doing business or to decline to do business with the Company or any of its subsidiaries affiliated distributors or affiliates or otherwise compromise the Company’s good will or 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its businessvendors. (c) Executive Each Seller Party 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 restrictions contained in this paragraph 10 Section are reasonable and properly required for necessary to protect the adequate protection legitimate interests of the business of the Company Purchaser and its subsidiaries and affiliates. In the event that any such territorial or time limitation is deemed to be unreasonable breach 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 Seller Party 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 a breach of the terms and provisions of this Agreement by the Companyprovision hereof will result in irreparable injury to Purchaser. Each Seller Party acknowledges that in addition to all remedies available at law, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action Purchaser shall be litigated separatelyentitled to equitable relief, including injunctive relief, and an equitable accounting of all earnings, profits or other benefits arising from such breach and shall be entitled to receive such other damages, direct or consequential, arising from such breach as may be appropriate.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one two (12) year period immediately following the Termination Date termination of Executive’s employment hereunder (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph Section 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 Section 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 Section 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.. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. Employment Agreement June 15, 2009 (d) The existence of any non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive acknowledges that the Employer and its affiliates and subsidiaries by nature of their respective businesses have a legitimate and protectable interest in their clients, customers and employees with whom they have established significant relationships as a result of a substantial investment of time and money, and but for his employment hereunder, he would not have had contact with such clients, customers and employees. Executive agrees that during the Term period of Employment his employment with the Employer and during the for a period of one (1) year period immediately following the Termination Date after termination of his employment for any reason (other than termination of employment by resignation for Good Reason prior to a Change in Control or for any reason upon or after a Change in Control) (the “"Non-Competitive Compete Period”"), Executive shall not, he will not (except in his capacity as an employee of the Employer) directly or indirectly, for his own account, or as an agent, employee, director, owner, partner, or consultant of any corporation, firm, partnership, joint venturerventure, stockholdersyndicate, employee, broker, agent, sole proprietorship or other entity which has a place of business (whether as a principal, trusteedivision, corporate officersubsidiary, directoraffiliate, licensorrelated entity, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation otherwise) located within the Market Area (as hereinafter defined): A. solicit or business advice with respect to, accept any competitive business on behalf ofinduce, or have attempt to solicit or induce any connection with any business which is competitive with products client or services customer of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Employer or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at do business with the Employer or any one time one percent (1%) of its subsidiaries or affiliates; or B. solicit or induce, or attempt to solicit or induce, any class employee or agent of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company Employer or any of its subsidiaries or affiliates has a business relationship to cancel terminate his or terminate any such business her relationship with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 Employer 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 10Agreement, "Market Area" shall be an area encompassed within a twenty-five (25) mile radius surrounding any place of business competitive with the products and services of the Company (Employer 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. subsidiaries or affiliates (cexisting or planned as of the Date of Termination of employment). Non-Compete Period and an area encompassing a twenty-five (25) mile radius surrounding the Executive's primary employment location in year two (2) of the Non-Compete Period. For purposes of this Agreement, "Executive's primary employment location" shall be defined to mean that place of employment where Executive spends the greatest amount of his/her working time. The foregoing provisions shall not be deemed to prohibit (i) Executive's ownership, not to exceed ten percent (10%) of the outstanding shares, of capital stock of any corporation whose securities are publicly traded on a national or regional securities exchange or in the over-the-counter market or (ii) Executive acknowledges that serving as a director of other corporations and entities to the Company conducts business throughout extent these directorships do not inhibit the world, that Executive’s performance of his 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 hereunder or conflict with 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 reasonableEmployer. (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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive's employment hereunder (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessionsPuerto Rico where, Canada at the time of the termination of his employment hereunder, the business of the Company or any of such subsidiaries and Europeaffiliates was being conducted or was proposed to be conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph Section 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 Section 10, a business competitive with the products and services of the Company (or such subsidiaries and affiliates) is limited to shall include, without limitation, a specialty retailer business which primarily distributes, sells or markets so-called “"big and tall” " apparel of any kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties United States and responsibilities on behalf of the Company are of a worldwide naturePuerto Rico, that its sales and marketing prospects are for continued expansion throughout the world United States and therefore, the territorial and time limitations set forth in this paragraph Section 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 non-material claim or cause of action (a "non-material" claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive's employment hereunder (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business which is competitive with products or services of the Company or any of its subsidiaries and affiliates, in any geographic area in which the United States of America and Puerto Rico where, at the time of the termination of his employment hereunder, the business of the Company or any of its subsidiaries and affiliates was being conducted or affiliates are then conducting or proposing was proposed to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europebe conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph Section 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties and responsibilities on behalf Eastern portion of United States (all states east of the Company are of a worldwide natureMississippi River and Missouri) and Puerto Rico, that its sales and marketing prospects are for continued expansion throughout the world United States and therefore, the territorial and time limitations set forth in this paragraph Section 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive In consideration for the grant of this option, which Optionee acknowledges to be good and valuable consideration, Optionee agrees that during the Term term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 Optionee's employment with the Company or any of its subsidiaries affiliates, and for a period of 12 months thereafter, Optionee shall not directly or affiliates or otherwise compromise indirectly do any of the following without the Company’s good will 's prior written consent: (a) engage as owner, employee, consultant, or solicitotherwise, hirewithin the United States, interfere of any business in competition with or entice from any facet of 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) business of the Company or any of its subsidiaries or affiliates. , provided that the Optionee shall have the right to make passive investments in any entity so long as the Optionee does not participate in the business of such entity in violation of this Section 9; (b) If in any portion manner interfere with the Company's (or any of the restrictions set forth in this paragraph 10 should, for its affiliate's) business relationships with any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity its customers or enforceability of the remainder potential customers or otherwise urge any of such restrictions shall customers or potential customers to discontinue business or not thereby be adversely affected. For the purposes of this paragraph 10, a to do business competitive with the products and services Company or any of its affiliates; or (c) hire, offer to hire, solicit, or endeavor to entice away any employee, agent, or consultant 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges affiliates, or otherwise urge any such person to discontinue his or her relationship with Company or any of its affiliates, regardless of who initiated the communication. The parties agree that the Company conducts business throughout terms of this Section 9 shall be given the world, that Executive’s duties broadest lawful 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 enforceable scope permissible for the adequate protection of the business of the Company and its subsidiaries affiliates, that the terms of this Section 9 are reasonable and necessary to protect the legitimate business interests of the Company and its affiliates, that any violation of this Section 9 would result in irreparable harm to the Company and its affiliates and that there is no adequate remedy at law for violations of this Section 9. In Consequently, if the event Optionee violates the provisions of this Section 9, this option (whether or not then exercisable) shall become null and void, any such territorial profit earned by the Optionee on the prior disposition of any shares of Common Stock underlying this option shall be disgorged and paid to the Company, and the Company or time limitation is deemed any of its affiliates shall be entitled, in addition to be unreasonable by any other available remedies, to enjoin the Optionee in 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 jurisdiction from a breach of violating the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separatelySection 9.

Non-Competition. (a) Executive In consideration of the Subject Phantom Shares granted hereunder and other consideration payable to the Participant from time to time by the Company and its Affiliates, the Participant hereby agrees that during his or her employment with the Term Company and (i) for a period of Employment and during the one two (12) year period immediately years following the Termination Date date of the Participant’s termination of employment for any reason other than (A) by the “Non-Competitive Period”Participant for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the such date of termination (A) by the Participant for Good Reason or (B) by the Company for a reason other than Cause, unless such termination is within two (2) years following a Change in Control (in which case the following restrictions shall not apply), Executive shall the Participant will not, directly or indirectlyindirectly (as a principal, as agent, owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, consultant or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business 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 Company or any subsidiaries and affiliatesotherwise), in any geographic area county in which the United States, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries Affiliates are conducting any business as of the date of termination (or affiliates are then conducting have conducted any business twelve (12) months prior to such date of termination) (the “Territory”): (i) engage in any business competitive with the business conducted by the Company or proposing to conduct its Affiliates; (ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its Affiliates; or (iii) solicit business, includingor attempt to solicit business within the Territory, without limitationin products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the United States of America and its possessionsCompany’s or Affiliate’s customers or prospective customers, Canada and Europeor those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Participant’s termination date; provided, however, that Executive may own any securities of any corporation which is engaged in such business the foregoing and is publicly owned and traded but in an amount this Section 8 shall not prohibit or be construed to exceed at any one time one percent (1%) prohibit the Participant from owning less than 2% of any class of stock or other securities of which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly entity or indirectly, 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 are engaged in competition with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 affiliatesAffiliate. (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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive Consultant agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive Consultant shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and or affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive 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 one percent (1%) of any class of stock or securities of such corporation. In addition, Executive Consultant shall not, during the Non-Competitive Period, directly or indirectly, 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 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 Section 6 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 10Section 6, a business competitive with the products and services of the Company (or such subsidiaries and or affiliates) is limited to a specialty retailer which primarily distributes, sells or markets so-called “"big and tall” " apparel of any kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive In consideration of the Phantom Shares granted hereunder and other consideration payable to the Participant from time to time by the Company and its Affiliates, the Participant hereby agrees that during his or her employment with the Term Company and (i) for a period of Employment and during the one two (12) year period immediately years following the Termination Date date of the Participant’s termination of employment for any reason other than (A) by the “Non-Competitive Period”Participant for Good Reason or (B) by the Company other than for Cause, or (ii) for a period of six (6) months following the such date of termination (A) by the Participant for Good Reason or (B) by the Company for a reason other than Cause, unless such termination is within two (2) years following a Change in Control (in which case the following restrictions shall not apply), Executive shall the Participant will not, directly or indirectlyindirectly (as a principal, as agent, owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, consultant or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business 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 Company or any subsidiaries and affiliatesotherwise), in any geographic area county in which the United States, or otherwise within one hundred fifty (150) miles of where the Company or any of its subsidiaries Affiliates are conducting any business as of the date of termination (or affiliates are then conducting have conducted any business twelve (12) months prior to such date of termination) (the “Territory”): (i) engage in any business competitive with the business conducted by the Company or proposing to conduct its Affiliates; (ii) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company or its Affiliates; or (iii) solicit business, includingor attempt to solicit business within the Territory, without limitationin products or services competitive with any products or services sold (or offered for sale) by the Company or any Affiliate, from the United States of America and its possessionsCompany’s or Affiliate’s customers or prospective customers, Canada and Europeor those individuals or entities with whom the Company or Affiliate did any business during the two-year period ending on the Participant’s termination date; provided, however, that Executive may own any securities of any corporation which is engaged in such business the foregoing and is publicly owned and traded but in an amount this Section 6 shall not prohibit or be construed to exceed at any one time one percent (1%) prohibit the Participant from owning less than 2% of any class of stock or other securities of which are publicly traded on a national securities exchange or in a recognized over-the-counter market even if such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly entity or indirectly, 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 are engaged in competition with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 affiliatesAffiliate. (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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive acknowledges that the Employer and its --------------- affiliates and subsidiaries by nature of their respective businesses have a legitimate and protectable interest in their clients, customers and employees with whom they have established significant relationships as a result of a substantial investment of time and money, and but for his employment hereunder, he would not have had contact with such clients, customers and employees. Executive agrees that during the Term period of Employment his employment with the Employer and during the for a period of one (1) year period immediately following the Termination Date after termination of his employment for any reason (other than termination of employment by resignation for Good Reason prior to a Change in Control or for any reason upon or after a Change in Control) (the “"Non-Competitive Compete Period”"), Executive shall not, he will not (except in his capacity as an employee of the Employer) directly or indirectly, for his own account, or as an agent, employee, director, owner, partner, or consultant of any corporation, firm, partnership, joint venturerventure, stockholdersyndicate, employee, broker, agent, sole proprietorship or other entity which has a place of business (whether as a principal, trusteedivision, corporate officersubsidiary, directoraffiliate, licensorrelated entity, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation otherwise) located within the Market Area (as hereinafter defined): (a) solicit or business advice with respect to, accept any competitive business on behalf ofinduce, or have attempt to solicit or induce any connection with any business which is competitive with products client or services customer of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Employer or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at do business with the Employer or any one time one percent of its subsidiaries or affiliates; or (1%b) solicit or induce, or attempt to solicit or induce, any employee or agent of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company Employer or any of its subsidiaries or affiliates has a business relationship to cancel terminate his or terminate any such business her relationship with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 Employer 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 10Agreement, "Market Area" shall be an area encompassed within a twenty-five (25) mile radius surrounding any place of business competitive with the products and services of the Company (Employer 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. subsidiaries or affiliates (cexisting or planned as of the Date of Termination of employment). The foregoing provisions shall not be deemed to prohibit (i) Executive's ownership, not to exceed ten percent (10%) of the outstanding shares, of capital stock of any corporation whose securities are publicly traded on a national or regional securities exchange or in the over-the-counter market or (ii) Executive acknowledges that serving as a director of other corporations and entities to the Company conducts business throughout extent these directorships do not inhibit the world, that Executive’s performance of his 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 hereunder or conflict with 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 reasonableEmployer. (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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during his employment by the Term of Employment Company and during the one two (12) year period immediately following the Termination Date termination of Executive’s employment hereunder (the “Non-Competitive Period”), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 10Section 9, a business competitive with the products and services of the Company (or such subsidiaries and affiliates) is limited to shall include, a specialty retailer which primarily distributes, sells or markets so-called “big and tall” apparel of any kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 Section 9 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 non-material claim or cause of action (a “non-material” claim or cause of action is defined as a claim or cause of action which results from something other than a material breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. You agree that, at all times during your employment with the Company and for a period of (x) twelve (12) months after termination of such employment for any reason, less (y) the duration of the Non-Working Period, you will not, without the prior written consent of the Company, directly or indirectly and whether alone or in conjunction with or on behalf of any other person or entity and whether as a principal, shareholder, director, officer, employee, agent, manager, consultant, contractor, partner or otherwise: (a) Executive agrees that during within the Term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”)Restricted Territory, Executive shall notown, directly or indirectly, 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 invest in, be employed byin an executive or managerial role with or perform the same or substantially similar duties for any other business which supplies or provides (or intends to supply or provide) any Relevant Products or Services in competition with any Relevant Company Body; (b) within the Restricted Territory, render own, invest in, be employed in an executive or managerial role with or perform the same or substantially similar duties for any consultation person, entity or business advice which at any time during the Relevant Period has supplied Relevant Products or Services (or components thereof, inputs therein or services related thereto) to any Relevant Company Body, and/or do or attempt to do anything which causes or may cause such person, entity or business to cease, alter or reduce such supply to any Relevant Company Body or alter its terms of business with respect toand to the detriment of any Relevant Company Body; or (c) within the Restricted Territory, accept own, invest in, be employed in an executive or managerial role with or perform the same or substantially similar duties for any competitive person, entity or business on behalf ofwhich is, or have was at any connection time during the Relevant Period, a Relevant Customer of any Relevant Company Body, and/or do or attempt to do anything which causes or may cause such person, entity or business to cease, alter or reduce its dealings with any Relevant Company Body, or alter its terms of business which is competitive with products or services and to the detriment of any Relevant Company Body. Nothing herein will prohibit you from being a passive owner of not more than 2% of the Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) outstanding stock of any class of stock or securities a corporation which is publicly traded, so long as you have no active participation in the business of such corporation. In additionFor the avoidance of doubt, Executive shall notnothing herein will prohibit you from owning, during the Non-Competitive Periodinvesting in, directly being employed in an executive or indirectly, 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 solicit, hire, interfere managerial role with or entice from performing the Company same or any of substantially similar duties for Toro CombineCo, Inc. or 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) In consideration for the consideration set forth in the Employment Agreement and the payment of severance benefits set forth in Section 7 of the Employment Agreement, Executive further covenants and agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Executive provided services or any had a material presence or influence on behalf of its subsidiaries or affiliates are then conducting or proposing to conduct businessthe Company, including, without limitation, whether in the United States of America and its possessionsStates, Canada and EuropeCanada, Europe or 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 such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, 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 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.. 16 (b) If any portion of the restrictions set forth in this paragraph 10 3 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 103, 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 kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 3 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive In connection with the diligent, faithful and loyal discharge of the duties of Employee's employment under this Agreement, Employee agrees that during so long as he is employed by the Term Company (whether or not pursuant to the provisions of Employment and during the one (1this Agreement) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive shall he will not, directly or indirectly, be employed by, or otherwise give assistance to or be affiliated with (as owner, partner, joint venturer, stockholder, an employee, brokerconsultant, agentindependent contractor of any type, principaldirector or otherwise) any person, trusteefirm, corporate officercorporation or entity which is directly or indirectly engaged in E-176 a competitive business with that carried on by the Company or any of its subsidiaries. Employee agrees that so long as he is employed by the Company, director, licensor, or in any capacity whatsoeverhe will not own, engage in, become financially interested conduct, manage, operate, participate in, be employed by, render by or be connected in any consultation or business advice manner whatsoever with respect to, accept any competitive business with that carried on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the by Company or any of its subsidiaries or affiliates are then conducting become associated with, in any capacity, or proposing to conduct businesssolicit or sell to, including, without limitation, customers of the United States Company or any its subsidiaries or induce any employee of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities the Company or of any corporation which is engaged in such business and is publicly owned and traded but in an amount not of its subsidiaries to exceed at any one time one percent (1%) of any class of stock or securities of such corporationleave its employ. In addition, Executive shall notas an inducement for and as additional consideration for the Company entering into this Agreement (and by virtue of Employee's unique and sensitive position and special background, during and in recognition that the Non-Competitive Periodemployment of the Employee by a competitor of the Company represents a serious competitive danger to the Company, and the use of Employee's talent and knowledge and information about the Company's business, strategies and plans can and would constitute a valuable competitive advantage over the Company), Employee agrees that for a period of one (1) year commencing on the termination of employment, he will not with any other person, corporation or entity, directly or indirectly, request by stock or other ownership, investment, employment, or otherwise, or in any relation whatsoever: (1) solicit, divert or take away or attempt to solicit, divert or take away any of the business, customers or patronage of the Company or of any of its subsidiaries; (2) attempt to seek 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 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.thereof, to refrain from continuing their patronage; (b3) If engage in 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 competitive 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties and responsibilities carried 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary of its subsidiaries on the date of Employee's termination in any state in which Company or affiliate its subsidiaries have an office. (4) knowingly employ or attempt to employ in any capacity any employee or agent of Company, or any of its subsidiaries; (5) be employed by, attempt to seek employment with, or act as a consultant to, a customer of the foregoing restrictive covenantsCompany for whom Employee, but at any time during the six-month period prior to the termination of Employee's employment with Company, was providing direct services on behalf of Company; (6) perform services for, either as an employee or as a consultant, any of the companies listed on Exhibit C which is attached hereto and incorporated herein by reference within any of the states set forth in Section 9(3) above. For purposes of this Section 9, a competitive business shall mean any person, corporation, partnership or other legal entity engaged, directly or indirectly, through subsidiaries or affiliates, in any of the following business activities: (i) distributing of computer hardware, software, peripheral devices, and related products and services; (ii) sale or servicing, whether at the wholesale or retail level, or leasing or renting, of computer hardware, software, peripheral devices or related products; (iii) the leasing of computer hardware, software, peripheral devices, and any other type of equipment leased by Leasing Company during Employee's employment; and (iv) any other business activity which can reasonably be determined to be competitive with the principal business activity being engaged in by the Company or any of its subsidiaries. This one-year non-competition provision commencing on the date of Employee's termination of employment shall not be applicable if the Employee is terminated by the Company without cause pursuant to Section 11(a)(v), or Employee terminates employment for Good Reason pursuant to Section 11(a)(vi), or if Company does not renew this Agreement after the expiration of the initial term of this Agreement or any renewal term. Provided, however, such claim or cause of action twelve-month non-competition provision shall be litigated separately.applicable in any of such instances in the event Company elects in writing to compensate Employee pursuant to Section 12 of this Agreement. Employee has carefully read and has given careful considera- tion to all the terms and conditions of this Agreement and agrees that they are necessary for the reasonable and proper protection of the Company's business. The Employee acknowledges that the Company has entered into this Agreement because of Employee's promise that he will abide by and be bound by each of the terms contained in Sections 9 and 10. The Employee agrees that Company shall be entitled to injunctive relief to enforce these terms in addition to all other legal remedies. Employee acknowledges that each and every one of the terms of this provision is reasonable in all respects including their subject matter, duration, scope and the geographical area embraced herein and waives any and all right to compensation and/or benefits herein mentioned or referred to if Employee violates the provisions of Sections 9 or 10. Provided, however, that nothing in this Section 9 shall prohibit Employee from owning or purchasing less than five percent (5%) of the outstanding common stock of any publicly- traded corporation. E-178

Non-Competition. (a) In consideration for the Sign-On Award, the Inducement Award referenced in Paragraph 3(d), the Advance referenced in paragraph 3(e) and the potential to receive additional compensation pursuant to paragraph 7(a)(i) and 7(e) above, Executive further covenants and agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “"Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any geographic area in which the Company Executive provided services or any had a material presence or influence on behalf of its subsidiaries or affiliates are then conducting or proposing to conduct businessthe Company, including, without limitation, whether in the United States of America and its possessionsStates, Canada and EuropeCanada, Europe or 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 such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, 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 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 kind for men or which utilizes the “"big and tall” " retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Amended Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Non-Competition. (a) Executive agrees that during her employment by the Term of Employment Company and during the one (1) year period immediately following the Termination Date termination of Executive's employment hereunder, (the “Non-Competitive Period”"), Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection with with, any business which is competitive with with, products or services of the Company or any of its subsidiaries and affiliates, in any geographic area in which the United States of America where, at the time of the termination of her employment hereunder, the business of the Company or any of its subsidiaries and affiliates was being conducted or affiliates are then conducting or proposing was proposed to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europebe conducted in any manner whatsoever; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall notnot notify directly or indirectly, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or and affiliates has a business relationship to cancel or terminate any such business relationship with the Company or any of its subsidiaries or and affiliates or otherwise compromise the Company’s good will or of 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 monthsemployee) of the Company or any of its subsidiaries or affiliatesCompany. (b) If any portion of the restrictions set forth in this paragraph 10 Section 9 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 natureUnited States, that its sales and marketing prospects are for continued expansion throughout the world United States and that, therefore, the territorial and time limitations set forth in this paragraph 10 Section 9 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately. (e) In the event Executive's employment with the Company terminates for any reason other than (i) the Company's failure to renew this Agreement or (ii) termination by the Company within two years following a Change in Control of the Company, the Company and Executive agree that in consideration of the severance payment made to Executive, Executive shall be available during the Non-Competitive Period to advise and consult with the Board of Directors, the President and other officers of the Company and its subsidiaries and affiliates with respect to the affairs of the Company and its subsidiaries and affiliates on a part-time basis, in response to requests for such advisory and consulting services by the Board of Directors, or other officers of the Company or its subsidiaries and affiliates, subject to the conditions that (i) such services shall be performed within the United States of America, (ii) Executive shall not be required to devote a major portion of her time to such services, (iii) such services shall not unreasonably interfere with the performance of other employment or consulting duties Executive may have, (iv) Executive shall not be required to perform such services during usual vacation periods and reasonable periods of illness or other incapacitation, (v) such services shall be performed at times and places as shall be chosen by Executive, and which will result in the least inconvenience to Executive, and (vi) all other provisions of this Section 9 shall apply. The Company shall reimburse Executive for actual out-of-pocket expenses incurred in rendering the services performed by Executive upon the request of the Board of Directors, or other officers of the Company or its subsidiaries or affiliates, payable at the end of each month during such period. Notwithstanding the foregoing, in the event that Executive seeks full-time employment with a third party and such third party will not accept Executive's services for as long as he is committed under this subsection (e) to provide consulting services to the Company, then if the Board of Directors of the Company determines in its reasonable discretion that Executive's employment with the third party will not cause him to breach the provisions of Section 9 of this Agreement (other than this subsection (e)) and Executive provides the Board of Directors with a letter signed by the third party stating that such third party will not accept Executive's services as described above, the provisions of this subsection (e) shall immediately terminate and be of no further force or effect. (f) Notwithstanding anything herein to the contrary, this Section 9 shall automatically terminate if the Company elects not to renew this Agreement, if the Company terminates Executive's employment within two years following the effective date of a Change in Control of the Company, or if the Company fails to make any payments due to Executive under Sections 7(g), 7(h), 7(i) or 9(e).

Non-Competition. (a) Executive agrees that during Except as permitted by Section 6.19(b), for three years after the Term of Employment and during the one (1) year period immediately following the Termination Closing Date (the “Non-Competitive Noncompete Period”), Executive neither Seller shall, and each Seller shall notcause its Affiliates not to, directly or indirectly, either for itself or for any other Person, own, manage, control, participate in, or in any other manner engage in all or any portion of the Covered Business, which, solely for purposes of this Section 6.19, will exclude (i) the Retained Businesses, (ii) any reasonable expansion of the Retained Businesses and (iii) the Sunquest Business. For purposes of this Section 6.19, the term “participate” includes any direct or indirect interest in any enterprise, whether as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate an officer, director, licensoremployee, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor, or in owner. For the Noncompete Period, neither Sellers shall, and each Seller shall cause its Affiliates not to, directly or indirectly through another Person (x) call on, solicit, or service any capacity whatsoevercustomer, engage in, become financially interested in, be employed by, render supplier or other material business relation of any consultation or business advice Company Group Member (a “Business Client”) with respect to, accept any competitive business on behalf of, or have any connection with any business which is competitive with to products or services that have been provided by any Company Group Member or are currently being provided by any Company Group Member or which any Company Group Member has a proof of concept and is currently in the process of developing or (y) encourage, induce or solicit, or attempt to encourage, induce or solicit, any Business Client to cease doing, or significantly reduce, business with any Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and EuropeGroup Member; provided, however, that Executive may own this Section 6.19(a) shall not preclude either Seller or any securities of its respective Affiliates from placing general advertisements not specifically directed at any of the Business Clients or from servicing any Business Client who responds to such general advertisement. (b) Sellers and their respective Affiliates shall not be prohibited from: (i) acquiring or holding all or any portion of the assets or equity interests of any corporation which is Person engaged in the Covered Business so long as such business and is publicly owned and traded but in an amount Covered Business does not to exceed at any one time one percent (1%) account for more than 10% of any class of stock or securities the revenues of such corporation. In additionassets or such Person (based on the latest relevant annual financial statements); provided, Executive that Sellers shall, or, if applicable, shall notcause their respective Affiliates to, during use commercially reasonable efforts to (A) limit the Non-Competitive Periodscope of such Covered Business or (B) divest a portion of the assets that constitute such Covered Business, in each case, within six months after the revenue threshold set forth in this Section 6.19(b)(i) has been exceeded and solely to the extent required to comply with the revenue thresholds set forth in this Section 6.19(b)(i); (ii) acquiring, holding of investments or owning, directly or indirectly, request any voting stock, capital stock or cause other voting equity interest of any suppliers or customers with whom Person engaged in the Company or any of its subsidiaries or affiliates has a business relationship to cancel or terminate any Covered Business, so long as such business relationship with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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 ownership interest represents not more than 12 months) 10% of the Company or any aggregate voting power of its subsidiaries or affiliates.such Person; (biii) If continuing to engage in (A) the Retained Businesses or (B) any portion reasonable expansion of the restrictions set forth in Retained Businesses; or (iv) performing their obligations or exercising their rights under 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its businessAgreement. (c) Executive acknowledges that During the Noncompete Period, neither Seller shall, and each Seller shall cause its Affiliates not to, directly or indirectly through another Person (i) encourage, induce, solicit or attempt to encourage, induce or solicit any officer, director or employee (of senior manager level or above) of any Company conducts business throughout Group Member to leave the worldemploy of such Company Group Member or (ii) hire or employ any Person who was an officer, director or employee (of senior manager level or above) of any Company Group Member at any time during the six month period immediately prior to the date of this Agreement; provided, however, that Executive’s duties and responsibilities on behalf this Section 6.19(c) shall not preclude any Seller or its Affiliates from placing general solicitations not specifically directed at any of the officers, directors or employees of the Company are Group or from hiring or employing any Person, including any Person who was an officer, director or employee (of a worldwide naturesenior manager level or above), 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 who responds to 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 reasonablegeneral solicitations. (d) The existence Each Seller acknowledges and represents (on behalf of any claim or cause of action itself and its Affiliates) that: (a claim or cause of action is defined i) sufficient consideration has been given by each party to this Agreement to the other as a claim or cause of action which results from a breach of it relates hereto; (ii) such Seller and its Affiliates have consulted with independent legal counsel regarding its rights and obligations under this Section 6.19; (iii) such Seller and its Affiliates fully understand the terms and provisions conditions contained herein; (iv) the scope of the Covered Business is independent of location (such that it is not practical to limit the restrictions contained in this Section 6.19 to a specified country, city or part thereof); (v) the restrictions and agreements in this Section 6.19 are reasonable in all respects and necessary for the protection of the Company and each of its Subsidiaries and their respective confidential information and goodwill and that, without such protection, the Company Group customer and client relationship and competitive advantage would be materially adversely affected; and (vi) the agreements in this Section 6.19 are an essential inducement to Buyer to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which either Seller is party or by which it is bound. (e) If at any time a court or arbitrator’s award holds that the Companyrestrictions in this Section 6.19 are unreasonable under circumstances then existing, regardless of whether the breach is material) by Executive against parties hereto agree that the Company maximum period, scope or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but geographical area reasonable under such claim or cause of action circumstances shall be litigated separatelysubstituted for the stated period, scope or area.

Non-Competition. (a) Executive In order to induce AMS to enter into this --------------- Agreement, each of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ covenants and agrees that during from the Term of Employment and during the one (Closing until January 1) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive 2001, he or she shall not, and shall not permit any of his or her Affiliates, (i) to engage in any business similar to, or in any way competitive with, that carried on by CII as constituted on the date of this Agreement within any county in any state in which CII is engaged in any such similar or competitive business ("Competitive Business") (except pursuant to agreements with AMS or its Affiliates), (ii) to acquire any legal or beneficial interest in, or otherwise participate in the ownership of any person, firm, corporation, partnership or other entity or association which is or becomes engaged in a Competitive Business, except ownership of less than one percent of a publicly traded company shall be permissible, (iii) directly or indirectly solicit, canvass or otherwise contact or accept any business or transaction from any present or former customers or distributors of CII, or take any action which shall cause the termination or curtailment of the business relationship between CII (and/or its successor or successors) and any of its present or former customers or distributors relating to a Competitive Business, (iv) directly or indirectly, without the prior written consent of AMS, solicit, entice, raid, persuade or induce any individual who as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensorof the date of this Agreement is, or in at any capacity whatsoevertime during such period shall be, engage inan employee or independent contractor of AMS or CII or their Affiliates, become financially interested in, be employed by, render any consultation or business 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 Company or any subsidiaries and affiliates, in any geographic area in which the Company or any of its subsidiaries their respective successors, to terminate or affiliates are then conducting refrain from renewing or proposing to conduct businessextending his or her employment or independent contractor status with AMS, includingCII or their Affiliates, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, request or cause any suppliers or customers with whom the Company or any of its subsidiaries or affiliates has a business relationship their respective successors. This covenant and agreement is included herein in order to cancel or terminate any such business relationship with protect the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will or 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) value of the Company or any business of its subsidiaries or affiliatesCII being acquired by AMS pursuant to this Agreement and to assure that AMS and CII shall have the full benefit of the value thereof. (b) If any portion part of the restrictions set forth in this paragraph 10 (a) 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 affectedaffected and shall be enforced to the fullest extent permitted by law. For the purposes If any 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) Executive acknowledges that the Company conducts business throughout the world, that Executive’s duties and responsibilities on behalf of the Company restrictions 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 then the CII Shareholders shall submit to the reduction or modification thereof as said court deems reasonable. (c) If the CII Shareholders shall be in violation of the territorial or aforementioned restrictive covenant in this Section 5.4, then in addition to AMS's other remedies, the time limitation thereof shall be extended for a period of time equal to the area or period of time during which such court shall deem reasonableviolation occurred. (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 a breach CII Shareholders and AMS agree that $20,000 of the Stock Purchase Price is attributable to the restrictive covenant and agreement as set forth in this Section 5.4. (e) The terms and provisions of this Agreement Section 5.4 are for the benefit of AMS and may be waived in whole or in part by the Company, regardless of whether the breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separatelyAMS.

Non-Competition. Executive acknowledges and recognizes the highly competitive nature of the Company and its affiliates and Executive accordingly covenants and agrees, that at all times for a period of twelve (12) consecutive months subsequent to the end of the Term or the Date of Termination, whichever occurs earlier, as follows: (a) Executive agrees that during the Term of Employment and during the one (1) year period immediately following the Termination Date (the “Non-Competitive Period”), Executive shall not, will not directly or indirectlyindirectly own, manage, operate, finance, join control or participate in the ownership, management, organization , financing or control of, or be connected as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate an officer, director, licensoremployee, partner, principal, agent, representative, consultant or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, accept any competitive business on behalf of, or have any connection otherwise with any business which is competitive with products or services enterprise engaged in a business the same as or substantially similar to the business of the Company and its affiliates except as a holder of fewer that 5% of the outstanding shares or other equity interests of a company whose shares or other equity interests are registered under Section 12 of the Exchange Act. (b) Executive will not directly or indirectly induce any subsidiaries and affiliates, in any geographic area in which employee of the Company or any of its subsidiaries affiliates to engage in any activity in which Executive is prohibited from engaging by subparagraph (a) above or affiliates are then conducting or proposing to conduct business, including, without limitation, the United States of America and its possessions, Canada and Europe; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 their employment with the Company or any of its subsidiaries affiliates, and will not directly or affiliates indirectly employ or otherwise compromise the Company’s good will or solicit, hire, interfere with or entice from offer employment to any person who was employed by the Company or any of its subsidiaries affiliates unless such person shall have been terminated without cause or affiliates ceased to be employed by any employee (or former employee who has been separated from service such entity for less than a period of at least 12 months. (c) Executive will not use or permit his name to be used in connection with any business or enterprise engaged in the business the same as or similar to Company or its affiliates or any other business engaged in by Company or any of its affiliates. (d) Executive will not make any statement or take any action intended to impair the goodwill or the business reputation of the Company or any of is affiliates, or to be otherwise detrimental to the interests of the Company or any of its subsidiaries affiliates, including any action or statement intended, directly or indirectly, to benefit a competitor of the Company or any of its affiliates, except as may be required by applicable law or by a local, state or federal regulatory agency. (be) If Executive will not (i) disclose any portion customer lists or any part thereof to any person, firm, Company, association or other entity for any reason or purpose whatsoever; (ii) assist in obtaining any of the Company's customers for any other similar business; (iii) encourage any customer to terminate, change or modify its relationship with the Company; or (iv) solicit or divert or attempt to solicit or divert the Company's customers. (f) The Company shall have the right, subject to applicable law, to inform any other third party that the Company reasonably believes to be, or to be contemplating participating with Executive or receiving from Executive properties of the Company in violation of this Agreement and of the rights of the Company hereunder, and that participation by any such third party with Executive in activities in violation of this Paragraph 10 may give rise to claims by the Company against such third party; (g) Executive and the Company agree that in light of the specialized nature of the industry and the national-customer base of the Company's business, that the restrictions set forth in this paragraph Paragraph 10 shouldshall apply to Executive within the territory of the United States of America. It is expressly understood and agreed that although Executive and the Company consider the restriction contained in the Paragraph 10 to be reasonable, for any reason whatsoever, be declared invalid if a final judicial determination is made by a court of competent jurisdictionjurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its 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 a breach of the terms and provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum intent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein; provided, however that the provisions of this Paragraph 10 shall not apply if Executive is terminated without Cause or Executive terminates for Good Reason. (h) The failure of Executive to abide by the Company, regardless provisions of whether the this Paragraph 10 shall be deemed a material breach is material) by Executive against the Company or any subsidiary or affiliate shall not constitute a defense to the enforcement by the Company or any subsidiary or affiliate of this Agreement. The primary purpose of the foregoing restrictive covenants, but such claim or cause of action covenant not to compete is the Company's legitimate interest in protecting its economic welfare and business goodwill. The Company and the Executive further agree that this covenant shall in no way be litigated separatelyconstrued as a mere limitation on competition nor shall it be construed as a restraint on Executive's right to engage in a common calling.

Non-Competition. (a) The Executive agrees that during if his employment is terminated for any reason or if he leaves the Term employ of Employment and during Maverick for any reason, other than upon the expiration of the term of this Agreement, for a period of one (1) year period immediately following from the Termination Date (the “Non-Competitive Period”)date of such termination of employment, Executive shall not, he will not directly or indirectly, as owner, partner, joint venturerventure, stockholder, employee, broker, agent, principal, trustee, corporate officer, officer or director, licensor, licensor or in any capacity whatsoever, whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect consulting services to, accept any competitive business on behalf of, or have any connection with with, any business which is competitive with products the business activities of Maverick or services of the Company or any its subsidiaries and affiliates("Competitive Business"), in any geographic area in which where, during the Company time of his employment, the business of Maverick or any of its subsidiaries is being or affiliates are then conducting had been conducted in any manner whatsoever, or proposing hire or attempt to conduct businesshire for any Competitive Business any employee of Maverick or any subsidiary thereof, includingor solicit, without limitationcall on or induce others to solicit or call on, directly or indirectly, any customers or prospective customers of Maverick for the United States purpose of America and its possessions, Canada and Europeinducing them to purchase or lease a product or service which may compete with any product or service of Maverick; provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one two percent (1%) of any class of stock or securities of such corporation. In addition, Executive shall not, during the Non-Competitive Period, directly or indirectly, 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 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 affiliatescompany. (b) If any portion of the restrictions set forth in this paragraph 10 11(a) 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 kind for men or which utilizes the “big and tall” retail or wholesale marketing concept as part of its business. (c) The Executive acknowledges declares 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 foregoing 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 affiliatesMaverick. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent jurisdiction, the Executive agrees to the reduction of the either said territorial or time limitation to the such area or period which such said court shall deem have deemed 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 a breach of the terms and provisions of this Agreement by the Company, regardless of whether the breach is material) by Executive against the Company Maverick or any subsidiary or affiliate other than under this Agreement shall not constitute a defense to the enforcement by the Company Maverick or any subsidiary or affiliate of its subsidiaries of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately, except to the extent such claim directly arises from a failure by Maverick to pay to the Executive any severance due under this Agreement.