Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer's.

Restrictive Covenant. The Employee Employer and the Employer Employee have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are primary service area of the Employer's lending and deposit-taking functions extends to an area encompassing a sixty (60) mile radii from each of the offices of QCR Holdings, Inc. and its subsidiaries. Therefore, as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 Section 4 and 3 hereof. The Section 10, the Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of of, or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a an office or other business which is eitherlocation of: (Ai) a bank, savings and loan association, credit union or similar financial institution, or (ii) an insurer insurance company or reinsurer agency, investment brokerage firm or other entity or organization involved in the retail sale of asset backed securities, mortgage backed securities investment products or the making of retail or commercial mortgage backed securities; loans (any of the foregoing referred to in clauses (i) or (Bii) an investment company that is directly or indirectly owned bycollectively referred to as a "Financial Institution") within a sixty (60) mile radii from each of the offices of QCR Holdings, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities Inc. and its subsidiaries (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) Section computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The foregoing Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System Nasdaq which do not represent more than five one percent (51%) of the outstanding capital stock of any business similar to that of the Employer'sFinancial Institution.

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a) a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of office or net leased retail property (i) in any geographic market or territory in which the Employer owns properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the t he full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a suc- cessor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 3 and 3 4 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period of one twenty-four (124) year months after the termination of the Employee's Executive’s employment with the Employer, with respect to clause (i) below, Employer for any reason and(including termination as a result of the expiration of the term so this Agreement), with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "“Restrictive Period"”), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered “similar” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property in any geographic market or submarket in which the Employer owns more than 1,000,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive’s employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.

Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the 3(c)(the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer's.

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained that, in this Section 5 are an essential ingredient consideration of this Agreement Agreement, and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period during the term of one (1) year after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer hereunder (the "Restrictive Period"), the Employee (i) he will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transactionnot, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliatesindirectly, and (ii) will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder violating any duty the Executive owes the Employer under applicable state law, owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the ownership, acquisition, development, ownership, operation, management or leasing of multi-unit residential, commercial or industrial property (i) in any geographic market or territory in which the Employer owns properties, either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for or injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) (a), computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.

Restrictive Covenant. The (A) Employee agrees that during the period of time that Employee is employed by the Company he will not directly or indirectly enter into or become associated with or engage in any other business (whether as a partner, officer, director, shareholder, employee, consultant, representative, agent, 5 6 franchisor, franchisee or otherwise), which business is directly or indirectly involved in the provision of clinical laboratory services (each, a "Competitive Act") anywhere in the United States and that, in the Employer have jointly reviewed event that Employee's employment hereunder is terminated pursuant to paragraph (D) or (E) of Article VIII hereof, Employee will not engage in any Competitive Act anywhere in the operations United States prior to the fourth anniversary of the Employer and have agreed that date hereof (the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof"Noncompete Period"). The Employee hereby further agrees that, except with in the express prior written consent of the Employer, for a period of one (1) year after the termination of the event that Employee's employment with hereunder is terminated pursuant to paragraph (A), (C), (F) or (G) of Article VIII hereof, he will not engage in any Competitive Act in any state listed on Schedule I attached hereto during the EmployerNoncompete Period and during such period he will not solicit clinical laboratory service business from any of such states. (B) During the Noncompete Period, with respect to clause the Employee shall not directly or indirectly through another entity (i) belowinduce or attempt to induce any employee, for any reason andconsultant, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees independent contractor or agent of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer Company or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with to leave the business employ of the Employer, by directly Company or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant tosuch subsidiary, or in any way interfere with the relationship between the Company or any of its subsidiaries and any employee, consultant, independent contractor or agent thereof, (ii) hire or otherwise retain any person who was an employee, consultant, independent contractor or agent of the Company or any of its subsidiaries at any time during the six-month period immediately prior to the date on which such hiring or engagement would take place, provided that this clause (ii) shall not apply with respect to hiring or retaining any bona fide agent, consultant or independent contractor of the Company that is also retained by persons other capacity withthan the Company or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any person, firm, partnership, corporation, of its subsidiaries to cease doing business with the Company or such subsidiary, divisionor in any way interfere with the relationship between any such customer, joint venturesupplier, trust licensee, franchisee or other entity, business relation and the Company or any division, subsidiary of its subsidiaries (including making any negative statements or separate enterprise communications about the Company or any of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or its subsidiaries). (C) an investment advisory firm that is directly or indirectly owned byThe parties hereto agree that, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (based upon the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant Company's present business and the Employer brings legal action plans for injunctive or other relieffuture expansion, the Employer shall notcovenants and agreements contained in this Article VI are reasonable in duration, as a result scope and geographic area and are necessary to protect the goodwill of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive CovenantCompany's business. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer's.The

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees thatSection 2, the Executive shall not, except with the express prior written consent of the Employer, during the period (the "Restrictive Period") (i) of his employment hereunder and (ii) except in the event of a termination of Executive's employment hereunder pursuant to the provisions of Section 4.7, for a an additional period of one (1) year after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer competitive with that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). Notwithstanding the foregoing, the Executive will not be deemed to have breached the Restrictive Covenant solely by virtue of owning an equity interest in or having participated in the operations of LINC Finance, as such operations are described on Exhibit A hereto, or by the private practice of law (as in-house counsel or otherwise) in the asset based financing and leasing industry. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) Section 5.1 computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor assumes and agrees to perform this Agreement, this Restrictive Covenant shall continue to apply only to the operations of the Employer as it existed immediately before such assumption and shall not apply to any of the successor's other operations. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than a five percent (5%) of the outstanding capital stock of equity interest in any business similar to that of the Employer'scorporation or other entity.

Restrictive Covenant. The Employee acknowledges that Employee is a key employee and that the Employer have jointly reviewed services to be rendered hereunder are of a critical nature to the operations success of Employer. In view of the value to Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described services of Employee for which Employer has contracted hereunder, and in Sections 2 recognition of Employer's obligations hereunder, Employee covenants and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one as follows: (1a) year after the termination of the During Employee's employment with hereunder, Employee shall not, directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, solicit business for any person, firm, entity, or supplier engaged primarily in the home textiles specialty retail business in which Employer engages or in any other business in which Employer, with respect from time to clause time, shall be engaged in those cities or counties of the United States in which Employer shall then be transacting business, from any client, customer or account of Employer or attempt to convert said persons or entities to other methods of using the same or similar products or services as provided by Employer; (ib) belowDuring Employee's employment hereunder, Employee shall not, directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, for any reason andperson, with respect firm, entity, or supplier, engage in the home textiles specialty retail business in which Employee engages or in any other business in which Employer, from time to clause (ii) belowtime, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period")shall be engaged, the Employee (i) will not (a) solicit employees in those cities or counties of the United States in which Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses shall then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant tobe transacting business, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust business activity for gain or profit or other entitypecuniary advantage; provided, however, that this paragraph shall not limit or restrict Employee's right to make and have personal investments (i) in such form or manner as will not require Employee's active services in the daily operations or affairs of the business in which such investments are made and will not otherwise conflict with Employee's duties and obligations to Employer; (ii) if such investments do not constitute more than 5% of any class of securities of any corporation that has a class of securities registered pursuant to the Securities Exchange Act of 1934; and, (iii) such investments are not in a direct competitor of Employer in the home textiles specialty retail business. (c) For two years after termination of this Agreement pursuant to paragraph 15 or 16, Employee shall not directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, engage in the home textiles specialty retail business in which Employee engages or in any divisionother business in which Employer, subsidiary or separate enterprise of any such entityfrom time to time, which (x) was created shall be engaged during the term of this Agreement, in those cities or counties of the United States in which Employer shall then be transacting business. (d) During Employee's employment with the Employer or is expected to be created within hereunder, and for a period of one (1) year two years after the Employee's termination of employment with the Employee ceases to be employed by Employer, Employee shall not, directly or indirectly, solicit for employment or employ any employee of Employer. As used herein, the term transacting business within "those cities and (y) which owns or operates counties" includes the carrying on of a business which is either: (A) an insurer may be located elsewhere but which involves sales or reinsurer of asset backed securities, mortgage backed securities any activity within the stipulated city or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant")county. If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved The covenants contained in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant this paragraph shall be deemed to have be a series of separate covenants, for each city and county of each state where Employer is carrying on such business. If in any judicial proceeding a court shall refuse to enforce all of the duration specified separate covenants deemed included in this paragraph 5(a) computed such action, then such unenforceable covenants shall be deemed eliminated from the date provisions hereof for the relief is granted but reduced by purposes of such proceedings to the time between extent necessary to permit the period when Restrictive Period began remaining separate covenants to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'sbe enforced in such proceedings.

Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations In consideration of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment Bank's employment of the amounts described Employee, the Employee agrees that in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, addition to any other limitation: (i) for a period of one twelve (112) year months after the termination of this Agreement by the EmployeeEmployee for other than Good Reason; or (ii) during the continuation of base salary payments pursuant to Section 6.c. above, whichever is later, he will not, within a twenty-five (25) mile radius of any operating office of CNC, any of its subsidiaries, or the Bank, manage, operate or be employed by, participate in, or be connected in any manner with the management, operation, or control of any banking business whether or not carried on by a bank. The Employee further agrees, that for a period of twelve (12) months after the termination of his employment hereunder, by the Employee for other than Good Reason or the completion of Base Salary payments pursuant to section 6.c. above, whichever is later, he will not solicit the business or patronage, directly or indirectly, from any customers of the Bank (or any other office of CNC or of a subsidiary of CNC if Employee should have been employed by and located at such office) and the Employee will not seek to or assist others to persuade any employee of the Bank engaged in similar work or related to the Bank's work to discontinue employment with the EmployerBank or seek employment or engage in any business of the Bank. Furthermore, the Employee will not communicate to any person, firm or corporation any information related to customer lists, prices, secrets or other Confidential Information which he might from time to time acquire with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the EmployerBank, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant toCNC, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entityits subsidiaries, or any division, subsidiary or separate enterprise of their affiliates. The Employee agrees to disclose the contents of this Agreement to any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within subsequent employer for a period of one twelve (112) year after the Employee's months following termination of his employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other reliefhereunder, the Employer shall nottermination of this Agreement or completion of base salary payments pursuant to 6.c. above, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief whichever is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'slater.

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of warehouse, distribution or light industrial property (i) in any geographic market or territory in which the Employer owns properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.

Restrictive Covenant. The Employee and In order to assure that the Employer have jointly reviewed Buyer will realize the operations benefits of the Employer and have agreed transactions contemplated hereby, the Company agrees that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, it will not: (i) for a period of one (1) year after five years from the termination Closing Date within the State of the Employee's employment Florida, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor or owner of, or lender to, assist, or become associated with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes competitive with any the pest control, termite control and other related businesses of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected Company conveyed to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached Buyer pursuant to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities this Agreement (the "Restrictive Covenant"“Business”). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, provided, however, that, the Employer shall not, as a result beneficial ownership of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more less than five percent (5%) of the outstanding capital shares of stock of any Person (engaged in a business similar to the Business) having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Section 6(c)(i); (ii) for a period of five years from the Closing Date, directly or indirectly induce any Person that is a customer or supplier of the Employer'sBuyer in the State of Florida to patronize any business directly or indirectly in competition with the Business in the State of Florida, in a manner adverse to the Buyer or solicit or accept from any Person that is a customer of the Buyer in the State of Florida, any such business which is competitive with the Business in the State of Florida; or request or advise any Person that is a customer or supplier of the Buyer to curtail or cancel any of such customer’s or supplier’s Business with the Buyer in the State of Florida; (iii) for a period of five years from the Closing Date, directly or indirectly employ, or knowingly permit any Person directly or indirectly controlled by it to solicit, or employ or engage as a consultant or otherwise, any person who was employed by the Company at or within six months prior to the Closing Date and employed by Buyer after the Closing Date or in any other manner seek to induce any such person to leave his or her employment with the Buyer; and (iv) directly or indirectly, at any time following the Closing Date, in any way utilize, disclose, copy, reproduce or retain in his, her or its possession any Company or Buyer Confidential Information, except as required by law. The Company agrees and acknowledges that the restrictions contained in this Section 6(c) are reasonable in scope and duration and are necessary to protect the Buyer after the Closing Date. If any provision of this Section 6(c) as applied to any Party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. The Parties agree and acknowledge that any breach of this Section 6(c) will cause irreparable damage to the Buyer and upon breach of any provision of this Section 6(c), the Buyer shall be entitled to injunctive relief, specific performance or other equitable relief; provided, however, that, this shall in no way limit any other remedies which the Buyer may have (including, without limitation, the right to seek monetary damages).

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 3 and 3 4 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the Employee's Executive’s employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "“Restrictive Period"”), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered “similar” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive’s employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 3 and 3 4 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the Employee's Executive’s employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "“Restrictive Period"”), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered “similar” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 1,000,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive’s employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.

Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby covenants and agrees that, except with the express prior written consent of the Employer, for so -------------------- long as Employee remains employed by Employer and for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"any of Sections 7(b), the Employee (ic), (d), (e) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transactionf), matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will Employee shall not directly or indirectly compete with the business of the Employerindirectly, by directly or indirectly being either as a shareholder or partner of or serving as an principal, agent, employee, officer employer, consultant, partner, shareholder of a closely held corporation or director shareholder in excess of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, (i) engage or otherwise participate in any manner or fashion in any business similar that is in competition in any manner whatsoever with the principal business activity of Employer or Employer's, in or about any state in which Employer or Employer's Subsidiaries are licensed to that conduct casino operations (the "Operating States"), including without limitation any waterways ---------------- which are wholly within the Operating States, which are partly within the Operating States and partly without the Operating States, or which form a boundary between the Operating States and any other state or body public, (ii) solicit for hire, employment or other retention (whether as an employee, officer, agent, consultant or advisor, contractor or in any capacity whatsoever) any of the employees of Employer or any of its Subsidiaries or (iii) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its Subsidiaries, any supplier or customer of Employer or any of its Subsidiaries. Employee hereby further acknowledges and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Employer and Employer's's Subsidiaries, imposes no undue hardship on Employee and is not injurious to the public. This Section 11 shall only be binding on Employee if Employer fulfills its obligations under this Agreement, including, without limitation, Employer's obligation to comply with the provisions of Section 7 and Section 8.

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or three (13) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of office property (i) in any geographic market or territory in which the Employer owns properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.

Restrictive Covenant. The In consideration of the above severance payments and benefits, along with the provision by the Company of trade secrets and confidential information to Employee, the Company’s introduction to Employee of its clients and customers, and other good and valuable consideration, Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for Company agree as follows: For a period of one (1) year after 24 months following the termination Separation Date, Employee will not, either on his own behalf or on behalf of the Employee's employment with the Employerany other person, with respect to clause firm or entity, individually or collectively, directly or indirectly: (i) belowengage in the bulk trucking, for transloading, bulk tank cleaning, or bulk container business, or any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer business in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer which QDI or any of its subsidiaries are engaged as of the Separation Date (collectively, the “Company Business”) in any geographic area in which QDI or affiliates, and any of its subsidiaries participated in the Company Business during the last 24 months prior to the Separation Date; or (ii) will not directly or indirectly compete with the business QDI or any of the Employerits subsidiaries, by directly or indirectly being a shareholder or partner of or serving participate as an agent, employee, officer or director of or consultant toofficer, consultant, advisor, representative, stockholder, partner, member, joint venturer, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entitycapacity, or have any divisiondirect or indirect financial interest, subsidiary in any enterprise that has any material operations engaged in the Company Business in any geographic area in which QDI or separate enterprise any of any such entity, which (x) was created its subsidiaries participated in the Company Business during the term of last 24 months prior to the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the EmployerSeparation Date; provided, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securitieshowever, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer nothing contained herein shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent no more than five percent (5%) of the outstanding capital stock equity of any publicly traded entity with respect to which Employee does not serve as an officer, director, employee, consultant or in any other capacity other than as an investor; or being employed by an enterprise that engages in the Company Business, but whose principal business similar is not the Company Business, if Employee’s involvement is limited to those operations that are not the Company Business. Employee acknowledges that irreparable damage would occur in the event of a breach of the Employer's.provisions of this Restrictive Covenant by Employee. Therefore, in addition to any other remedy to which it is entitled at law or in equity, the Company shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Restrictive Covenant and to enforce specifically the terms of such provisions. If any provision of this Restrictive Covenant is found by any court of competent jurisdiction to be invalid or unenforceable for any reason, such finding shall not affect, impair or invalidate the remainder of this Covenant. Furthermore, if the scope of any restriction or requirement contained in this Covenant is too broad to permit enforcement of such restriction or requirement to its full extent, then such restriction or requirement shall be enforced to the maximum extent permitted by law, and any court of competent jurisdiction may so modify such scope in any proceeding brought to enforce such restriction or requirement. AGREED: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: April 30, ▇▇▇▇ In consideration of the above severance payments and benefits, along with the provision by the Company of trade secrets and confidential information to Employee, the Company’s introduction to Employee of its clients and customers, and other good and valuable consideration, Employee and Company agree as follows

Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby covenants and agrees that, except with the express prior written consent of the Employer, for so -------------------- long as Employee remains employed by Employer and for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"any of Sections 7(b), the Employee (ic), (d), (e) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transactionf), matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will Employee shall not directly or indirectly compete with the business of the Employerindirectly, by directly or indirectly being either as a shareholder or partner of or serving as an principal, agent, employee, officer employer, consultant, partner, shareholder of a closely held corporation or director shareholder in excess of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of a $$ publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, (i) engage or otherwise participate in any manner or fashion in any business similar that is in competition in any manner whatsoever with the principal business activity of Employer or Employer's, in or about any state in which Employer or Employer's Subsidiaries are licensed to that conduct casino operations (the "Operating States"), including without limitation ---------------- any waterways which are wholly within the Operating States, which are partly within the Operating States and partly without the Operating States, or which form a boundary between the Operating States and any other state or body public, (ii) solicit for hire, employment or other retention (whether as an employee, officer, agent, consultant or advisor, contractor or in any capacity whatsoever) any of the employees of Employer or any of its Subsidiaries or (iii) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its Subsidiaries, any supplier or customer of Employer or any of its Subsidiaries. Employee hereby further acknowledges and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Employer and Employer's's Subsidiaries, imposes no undue hardship on Employee and is not injurious to the public. This Section 11 shall only be binding on Employee if Employer fulfills its obligations under this Agreement, including, without limitation, Employer's obligation to comply with the provisions of Section 7 and Section 8.

Restrictive Covenant. The Employee understands that the nature of Employee’s position gives the Employee access to and knowledge of Confidential Information and places the Employer have jointly reviewed Employee in a position of trust and confidence with the operations Company and its subsidiaries and affiliates (hereafter “the Company Group”). Employee further understands and acknowledges that the Company’s ability to reserve the Confidential Information for the exclusive knowledge and use of the Employer Company Group is of great competitive importance and have agreed commercial value to the Company Group and that improper use or disclosure by the covenants contained Employee is likely to result in this Section 5 are an essential ingredient unfair or unlawful competitive activity. Because of the Company Group’s legitimate business interest as described in this Agreement and are made in the good and valuable consideration offered to Employee, the receipt and sufficiency of which is acknowledged, during the term of Employee’s employment and for nine (9) months following Employee’s separation of employment from the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, Company by either party for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive “Restricted Period"”), the Employee (i) will agrees and covenants not (a) solicit employees to engage in Prohibited Activity within the United States or any other country in which any entity of the Employer or Company Group operated during the 12 months preceding the termination of any subsidiary or affiliate Employee’s employment (“Restricted Territory”). For purposes of this non-compete clause, “Prohibited Activity” is activity in which the Employer or (b) solicit clients or customers of Employee provides services similar to those he provided to the Employer or of any subsidiary or affiliate of the Employer in respect of any transactionCompany during his employment, matter or business that directly or indirectly competes with indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any of the businesses then conducted by the Employer other similar capacity to Universal Corporation or any of its subsidiaries or affiliates. Prohibited Activity also includes activity that may require or inevitably require disclosure of trade secrets, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant toproprietary information, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant")Confidential Information. If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified Nothing in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant Agreement shall not prohibit the Employee from purchasing or owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more less than five percent (5%) of the outstanding capital stock publicly traded securities of any business similar corporation, provided that such ownership represents a passive investment and that Employee is not a controlling person of, or a member of a group that controls, such corporation. This Section does not, in any way, restrict or impede Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the Employer'slaw, regulation, or order. The Employee shall promptly provide written notice of any such order to ▇▇▇▇▇ ▇▇▇▇▇.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Term, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company’s business and, accordingly the Employee agrees that, in consideration of the benefits to be received by him hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Term, or, if longer, until December 31, 2009 (the “Restrictive Period”) if required by the provisions of Section 6(a) or Section 6(b) of this Agreement, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed in the areas covered by the Assigned IP (as defined in Section 9(a))(so long as such development has not been abandoned by the Company), produced, marketed or sold at the time of the Employee’s termination with any of the entities or corporations set forth on Schedule C to this Agreement, or any subsidiary or successor of the Company or any such entity (hereinafter a “Competing Business”), whether such engagement shall be as an owner, partner, investor, employee, officer, director, affiliate, consultant, speaker, lecturer or other participant in any Competing Business; (ii) assist others in engaging in any Competing Business in the manner described in clause (i) above; or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. The ownership of not more than 5% of the stock of any entity having a class of equity securities actively traded on a national securities exchange or any minority interest in any private entity shall not be deemed, in and of itself, to violate the prohibitions of this Section 8(a). The Employee and the Employer have jointly reviewed the operations CEO of the Employer and have agreed that the covenants contained Company shall discuss in this Section 5 are an essential ingredient of this Agreement and are made good faith any potential future addition to Schedule C in consideration for the payment of the amounts described in Sections 2 and 3 hereofaccordance with its terms. The Employee hereby agrees that, except to discuss with the express Company CEO during the Term any employment or consulting positions with a potential commercial competitor prior written consent of to entering into an employment or consulting arrangement with such entity. (b) During the Employer, for a period of one (1) year after the termination Term of the Employee's ’s employment with the Employerhereunder and for five (5) years thereafter, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will shall not (a) solicit employees of the Employer disparage, deprecate, or of make any subsidiary comments or affiliate of the Employer or (b) solicit clients or customers of the Employer or of take any subsidiary or affiliate of the Employer in respect of any transactionother actions, matter or business that directly or indirectly competes with any of indirectly, that will reflect adversely on the businesses then conducted by the Employer Company or any of its subsidiaries officers, directors, employees or affiliatesagents or adversely affect their business reputation or goodwill, and (ii) will the Company shall not disparage, deprecate, or make any comments or take any other actions, directly or indirectly compete with indirectly, that will reflect adversely on the Employee or adversely affect his business or professional reputation. (c) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the EmployerCompany, by directly or indirectly being a shareholder or partner of or serving but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employeeemployee of the Company and as otherwise provided herein, officer or director of or consultant toto justify such restrictions which, or in any other capacity withevent (given the education, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term skills and ability of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer), and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall believes would not prohibit prevent the Employee from owning directly earning a living. (d) If any portion of the restrictions set forth in this Section 8 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or indirectly capital stock enforceability of the remainder of such restrictions shall not thereby be adversely affected. The Employee declares that the territorial, time limitations and scope of activities restricted as set forth in this Section 8 are reasonable and properly required for the adequate protection of the business of the Company. In the event that any such territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a court of competent jurisdiction, the Company and the Employee agree to the reduction of the territorial, time limitation or similar securities scope to the area or period which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent such court shall have deemed reasonable. (5%e) Except as otherwise provided in Section 6(b) of this Agreement, the outstanding capital stock existence of any business similar claim or cause of action by the Employee against the Company shall not constitute a defense to that the enforcement by the Company of the Employer'sforegoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or twenty-four (124) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the then existing business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive's employment. However, it is expressly understood that this restriction shall apply only to the operations of the Employer as of the date of termination of this agreement. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.

Restrictive Covenant. a. Covenant Not to Compete or Solicit The Employee Corporation was founded for the purpose of being a Registered Provider under Medicare to sell durable medical equipment, primarily diabetic supplies throughout the United States. As a material inducement to entering this Agreement, Executive agrees and the Employer have jointly reviewed the operations covenants that while he is an employee of the Employer Corporation and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one two (2) years thereafter (unless Executive's employment is terminated by the Corporation without cause or following a Change in Control, in which event the provisions of this Section 14.a. will not be binding on Executive), he: (1) year after shall be restricted from competing with the Corporation, directly or indirectly on his own behalf or through third parties, in any manner whatsoever as a shareholder, director, officer, joint venturer, partner, sole proprietor, investor or, in any other ownership capacity whatsoever, or as an employee, consultant, agent, or representatives of or for a competing business within the fifty (50) states of the United States all territories of the United States and Canada; provided, however, that nothing contained herein shall be construed to prevent Executive from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if Executive is not involved in the business of such corporation and if Executive and his associates (as such term is defined in Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof), collectively, do not own more than an aggregate of five percent of the stock of such corporation; (2) shall not either directly or indirectly on his own behalf or through third parties solicit or attempt to solicit advertisers, agencies, developers, operators, owners, clients or customers (collectively "Customers") of the Corporation who are or were customers of the Corporation at any time during the proceeding two (2) years prior to his termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer Corporation's business or any business of its subsidiaries or affiliatesaffiliates for a competing business; and (3) shall not communicate with or solicit any person or entity, and who is, or during a six (ii6) will not directly month period prior to Executive's termination of employment was, an employee, salesman, contractor, agent or indirectly compete with the business representative of the EmployerCorporation (hereinafter collectively "Employee or Contractor"), by directly or indirectly being a shareholder or partner of or serving in an effort to obtain such Person as an employee, officer salesman, contractor, agent or director representative of an entity or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, business which (x) was created during the term of the Employee's employment competes with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'sCorporation`s business.

Restrictive Covenant. The Employee Executive and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee Executive hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after following the termination of the EmployeeExecutive's employment with the Employerhereunder, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to clause (A) or (B) of subsection (c)(i) of Section 3(c3, for a period equal to the greater of (x) the term of this Agreement that would be remaining had the Executive's employment not been terminated, and (y) one (1) year after the termination of the Executive's employment with the Employer (the "Restrictive Period"), the Employee Executive (i) will not (a) solicit clients, customers or employees of the Employer Employer, CGA or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, CGA and (ii) will not directly or indirectly compete with the business of the Employer, Employer or CGA or any subsidiary or affiliate of the Employer or CGA by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employerowns, and (y) which owns manages or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm or insurance consulting firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. The Restrictive Covenant shall not prohibit the Employee Executive from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'sEmployer or that of CGA or any subsidiary or affiliate of the Employer or CGA.

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 3 and 3 4 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period of one twelve (112) year months after the termination of the Employee's Executive’s employment with the Employer, with respect to clause (i) below, Employer for any reason and(including termination as a result of the expiration of the term so this Agreement), with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "“Restrictive Period"”), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) she will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "“Restrictive Covenant"”). For purposes of this subparagraph (a), a business shall be considered “similar” to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property in any geographic market or submarket in which the Employer owns more than 1,000,000 s.f. of properties either as of the date hereof or as of the date of termination of the Executive’s employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.

Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby covenants and agrees that, except with the express prior written consent of the Employer, for so -------------------- long as Employee remains employed by Employer and for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"any of Sections 7(b), the Employee (ic), (d), (e), (f) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transactiong), matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will Employee shall not directly or indirectly compete with the business of the Employerindirectly, by directly or indirectly being either as a shareholder or partner of or serving as an principal, agent, employee, officer employer, consultant, partner, shareholder of a closely held corporation or director shareholder in excess of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of a publicly traded corporation, corporate officer or director, or in any other individual or representative capacity, (i) engage or otherwise participate in any manner or fashion in any business similar that is in competition in any manner whatsoever with the principal business activity of Employer or Employer's, in or about any state in which Employer or Employer's Subsidiaries are licensed to that conduct casino operations (the "Operating States"), including without limitation any waterways ---------------- which are wholly within the Operating States, which are partly within the Operating States and partly without the Operating States, or which form a boundary between the Operating States and any other state or body public, (ii) solicit for hire, employment or other retention (whether as an employee, officer, agent, consultant or advisor, contractor or in any capacity whatsoever) any of the employees of Employer or any of its Subsidiaries or (iii) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its Subsidiaries, any supplier or customer of Employer or any of its Subsidiaries. Employee hereby further acknowledges and agrees that the restrictive covenant contained in this Section 11 is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Employer and Employer's's Subsidiaries, imposes no undue hardship on Employee and is not injurious to the public. This Section 11 shall only be binding on Employee if Employer fulfills its obligations under this Agreement, including, without limitation, Employer's obligation to comply with the provisions of Section 7 and Section 8.

Restrictive Covenant. The Employee acknowledges that Employee is a key employee and that the Employer have jointly reviewed services to be rendered hereunder are of a critical nature to the operations success of Employer. In view of the value to Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described services of Employee for which Employer has contracted hereunder, and in Sections 2 recognition of Employer's obligations hereunder, Employee covenants and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one as follows: (1a) year after the termination of the During Employee's employment with hereunder, Employee shall not, directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, solicit business for any person, firm, entity, or supplier engaged primarily in the home textiles specialty retail business in which Employer engages or in any other business in which Employer, with respect from time to clause time, shall be engaged in those cities or counties of the United States in which Employer shall then be transacting business, from any client, customer or account of Employer or attempt to convert said persons or entities to other methods of using the same or similar products or services as provided by Employer; (ib) belowDuring Employee's employment hereunder, Employee shall not, directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, for any reason andperson, with respect firm, entity, or supplier, engage in the home textiles specialty retail business in which Employee engages or in any other business in which Employer, from time to clause (ii) belowtime, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period")shall be engaged, the Employee (i) will not (a) solicit employees in those cities or counties of the United States in which Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses shall then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant tobe transacting business, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust business activity for gain or profit or other entitypecuniary advantage; provided, however, that this paragraph shall not limit or restrict Employee's right to make and have personal investments (i) in such form or manner as will not require Employee's active services in the daily operations or affairs of the business in which such investments are made and will not otherwise conflict with Employee's duties and obligations to Employer; (ii) if such investments do not constitute more than 5% of any class of securities of any corporation that has a class of securities registered pursuant to the Securities Exchange Act of 1934; and, (iii) such investments are not in a direct competitor of Employer in the home textiles specialty retail business. (c) For two years after termination of this Agreement pursuant to paragraph 15 or 16, Employee shall not directly or indirectly, as employee, consultant, agent, officer, director, owner, partner, broker, dealer, or stockholder, engage in the home textiles specialty retail business in which Employer engages or in any divisionother business in which Employer, subsidiary or separate enterprise of any such entityfrom time to time, which (x) was created shall be engaged during the term of this Agreement, in those cities or counties of the United States in which Employer shall then be transacting business. (d) During Employee's employment with the Employer or is expected to be created within hereunder, and for a period of one (1) year two years after the Employee's termination of employment with the Employee ceases to be employed by Employer, Employee shall not, directly or indirectly, solicit for employment or employ any employee of Employer. As used herein, the term transacting business within "those cities and (y) which owns or operates counties" includes the carrying on of a business which is either: (A) an insurer may be located elsewhere but which involves sales or reinsurer of asset backed securities, mortgage backed securities any activity within the stipulated city or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant")county. If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved The covenants contained in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant this paragraph shall be deemed to have be a series of separate covenants, for each city and county of each state where Employer is carrying on such business. If in any judicial proceeding a court shall refuse to enforce all of the duration specified separate covenants deemed included in this paragraph 5(a) computed such action, then such unenforceable covenants shall be deemed eliminated from the date provisions hereof for the relief is granted but reduced by purposes of such proceedings to the time between extent necessary to permit the period when Restrictive Period began remaining separate covenants to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'sbe enforced in such proceedings.

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are an essential ingredient consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period during the term of one (1) year after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer hereunder (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder violating any duty the Executive owes the Employer under applicable state law, owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the ownership, acquisition, development, ownership, operation, management or leasing of multi-unit residential, commercial or industrial property (i) in any geographic market or territory in which the Employer owns properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. The In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall not prohibit continue to apply only to the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) primary service area of the outstanding capital stock of Employer as it existed immediately before such assumption or acquisition and shall not apply to any business similar to that of the Employer's.successor's other

Restrictive Covenant. The Employee Employer and the Employer Executive have jointly reviewed the tenant lists, property submittals, logs, broker lists, and operations of the Employer Employer, and have agreed that the covenants contained in this Section 5 are as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee , the Executive hereby agrees that, except with the express prior written consent of the Employer, for a period equal to the lesser of one the number of full months the Executive has at any time been employed by the Employer or thirty-six (136) year months after the termination of the EmployeeExecutive's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a business which is either: (A) an insurer or reinsurer similar to that of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if it is engaged in the acquisition, development, ownership, operation, management or leasing of warehouse, distribution or light industrial property (i) in any geographic market or territory in which the Employer owns properties either as of the date hereof or as of the date of termination of the Executive's employment; or (ii) in any "Target Market" publicly identified by the Employer; or (iii) in any market in which an acquisition is pending at the time of the termination of the Executive's employment. If the Employee Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the EmployeeExecutive. In the event that a successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Employee Executive from owning owning, directly or indirectly indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer'scorporation.

Restrictive Covenant. The Employee and the Employer have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are an essential ingredient of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) (the "Restrictive Period"), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) will not directly or indirectly compete with the business of the Employer, by directly or indirectly being a shareholder or partner of or serving as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) which owns or operates a business which is either: (A) an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) of the outstanding capital stock of any business similar to that of the Employer's.

Restrictive Covenant. The Employee Employer and the Employer Employee have jointly reviewed the operations of the Employer and have agreed that the covenants contained in this Section 5 are primary service area of the Employer’s lending and deposit-taking functions extends to an area encompassing a sixty (60) mile radii from each of the offices of QCR Holdings, Inc. and its subsidiaries. Therefore, as an essential ingredient of and in consideration of this Agreement and are made in consideration for the payment of the amounts described in Sections 2 Section 4 and 3 hereof. The Section 10, the Employee hereby agrees that, except with the express prior written consent of the Employer, for a period of one (1) year after the termination of the Employee's ’s employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(c) Employer (the "“Restrictive Period"”), the Employee (i) will not (a) solicit employees of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit clients or customers of the Employer or of any subsidiary or affiliate of the Employer in respect of any transaction, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer or any of its subsidiaries or affiliates, and (ii) he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly being a shareholder owning, managing, operating, controlling, financing, or partner of by directly or indirectly serving as an employee, officer or director of of, or consultant to, or in by soliciting or inducing, or attempting to solicit or induce, any other capacity with, employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entity, which (x) was created during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employer, and (y) entity which owns or operates a an office or other business which is eitherlocation of: (Ai) a bank, savings and loan association, credit union or similar financial institution, or (ii) an insurer insurance company or reinsurer agency, investment brokerage firm or other entity or organization involved in the retail sale of asset backed securities, mortgage backed securities investment products or the making of retail or commercial mortgage backed securities; loans (any of the foregoing referred to in clauses (i) or (Bii) an investment company that is directly or indirectly owned bycollectively referred to as a “Financial Institution”) within a sixty (60) mile radii from each of the offices of QCR Holdings, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities Inc. and its subsidiaries (the "“Restrictive Covenant"”). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) Section computed from the date the relief is granted granted, but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The foregoing Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System Nasdaq which do not represent more than five one percent (51%) of the outstanding capital stock of any business similar to that of the Employer'sFinancial Institution.

Restrictive Covenant. (a) The Employee acknowledges and the Employer have jointly reviewed the operations agrees that he has access to secret and confidential information of the Employer Company and have agreed its subsidiaries and that the covenants contained in this Section 5 are an essential ingredient of this Agreement following restrictive covenant is necessary to protect the interests and are made in consideration for the payment continued success of the amounts described Company. Except as otherwise expressly consented to in Sections 2 and 3 hereof. The Employee hereby agrees thatwriting by the Company, except with the express prior written consent of the Employer, for a period of one (1) year after until the termination of the Employee's employment with the Employer, with respect to clause (i) below, for any reason and, with respect to clause (ii) below, for any reason other than a termination pursuant to Section 3(cand whether such employment was under this Agreement or otherwise) (the "Restrictive Restricted Period"), the Employee (i) will not (a) solicit employees shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director, agent, salesperson, consultant, advisor, investor or principal of any corporation or other business entity engage, in any state or territory of the Employer United States of America or of any subsidiary other country where the Company is actively doing business, in direct or affiliate of indirect competition with the Employer business conducted by the Company or activities in which the Company plans to conduct business. (b) solicit clients Nothing in this Section 8, whether express or customers implied, shall prevent the Employee from being a holder of securities of a company whose securities are registered under Section 12 of the Employer or Securities Exchange Act of any subsidiary or affiliate of the Employer in respect of any transaction1934, matter or business that directly or indirectly competes with any of the businesses then conducted by the Employer as amended, or any privately held company; provided, however, that during the term of its subsidiaries or affiliatesthis agreement, and (ii) will not with respect to any company which may be deemed to directly or indirectly compete with the business conducted by the Company or with the activities which the Company plans to conduct, the Employee holds of record and beneficially less than one percent (1%) of the Employervotes eligible to be cast generally by holders of securities of such company for the election of directors. (c) The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to be bound by directly or indirectly being a shareholder or partner all of or serving the provisions set forth in the Company's Employee-At-Will, Invention Assignment, Confidentiality and Non-Solicitation Agreement attached hereto as an employee, officer or director of or consultant to, or in any other capacity with, any person, firm, partnership, corporation, subsidiary, division, joint venture, trust or other entity, or any division, subsidiary or separate enterprise of any such entityExhibit A, which (x) was created is incorporated herein by reference and made a part hereof as though fully set forth herein, during the term of the Employee's employment with the Employer or is expected to be created within a period of one (1) year after the Employee's termination of employment with the Employerthis Agreement, and any time hereafter. (yd) which owns Employee acknowledges and agrees that in the event of a breach or operates a business which is either: (A) an insurer threatened breach of the provisions of this Section 8 or reinsurer of asset backed securitiesExhibit A by Employee the Company may suffer irreparable harm and therefore, mortgage backed securities the Company shall be entitled, to the extent permissible by law, immediately to cease to pay or commercial mortgage backed securities; or (B) an investment company that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities; or (C) an investment advisory firm that is directly or indirectly owned by, affiliated with, attached to or otherwise related to an insurer or reinsurer of asset backed securities, mortgage backed securities or commercial mortgage backed securities (the "Restrictive Covenant"). If provide the Employee violates the Restrictive Covenant any compensation being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, and the Employer brings legal action for also to obtain immediate injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph 5(a) computed from the date the relief is granted but reduced by the time between the period when Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The Restrictive Covenant shall not prohibit restraining the Employee from owning directly conduct in breach or indirectly capital stock or similar securities which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System which do not represent more than five percent (5%) threatened breach of the outstanding capital stock covenants. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any business similar to that of damages from the Employer'sEmployee.