Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that (i) During your service as an employee to the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement Company and for a period ending of one (1) year after the termination thereof for any reason, you shall not, nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the first anniversary over-the-counter market not in excess of 2% of the date company whose stock or other securities are being acquired), or permit any of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any manneryour affiliates or relatives to, directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is competitive with the Business, and (ii) during your service as an employee to solicit the Company and for a period of one (1) year after the termination thereof for any reason, you shall not, directly or induce indirectly, solicit, or assist any third person with the hiring of, whether as an employee, consultant or otherwise, any employee or agent key consultant of Company the Company. If a court of competent jurisdiction should declare this Paragraph, or any of its subsidiaries to terminate employment with Company or any of its subsidiariesprovision hereof, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer unenforceable because of any personunreasonable restriction of duration and/or activity, firmthen you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, partnershipat law or in equity, corporationreasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of Paragraphs 4 or 6 would cause the Company and its Members to suffer immediate and irreparable harm, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably not be expected to damage remedied by the reputation or business payment of Companymoney. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in In the event of a breach or threatened breach by you of any of the provisions of this covenant by EmployeeAgreement, that such injury would be difficult if not impossible to ascertain, the Company and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company its Members shall be entitled to temporary and permanent injunctive relief to end such breach, without the necessity requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or such threatened breach, including the recovery of proving actual damage damages. Notwithstanding anything herein or in the Unit Forfeiture Agreement to Company by reason of any such breach. In additionthe contrary, in the event of a your breach of this covenant Agreement or a termination by Employeethe Company of your employment for Cause, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement all of its rights hereunder. Whenever used herein, Company your Units shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should pursuant to the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphterms thereof.

Restrictive Covenant. It is mutually recognized The Executive covenants and agreed ____________________ agrees that the -------------------- services to be rendered pursuant to this Agreement by Employee are specialExecutive shall not directly or indirectly, unique and within the marketing area of extraordinary character. Thereforethe Bank (defined as an area within twenty-five (25) miles of any office of the Bank as of January, 1994), enter into or engage generally in direct or indirect competition with the Corporation or Bank or any subsidiary of the Corporation, either as an individual on his own or as a condition to Company's obligations hereunderpartner or joint venturer, Employee agrees that without Company's prior written consentor as a director, during the term officer, shareholder, employee, agent, independent contractor, lessor or creditor of this Agreement and or for any person, for a period ending on the first anniversary of two (2) years after the date of termination of Employeehis employment if the Executive's employment hereunderis terminated for any reason whatsoever except upon resignation by the Executive for "Good Reason" under paragraph 10(d)(2) hereof (except that change of control shall not constitute Good Reason for this paragraph). The foregoing restriction shall not be construed to prohibit the ownership by Executive of not more than five percent (5%) of any class of securities of any corporation which is in competition with the Bank or Corporation, regardless provided that such ownership represents a passive investment and that neither Executive nor any group of cause, Employee will not engage persons including Executive in any mannerway, either directly or indirectly, to solicit manages or induce any employee or agent exercises control of Company or such corporation, guarantees any of its subsidiaries financial obligations, otherwise takes any part in its business, other than by exercising his rights as a shareholder, or seeks to terminate employment with Company or do any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer foregoing. The existence of any personclaim or cause of action of any party against the other, firmwhether predicated on this Agreement or otherwise, partnership, corporation, trust or other entity that owns, controls or is shall not constitute a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent defense to the term enforcement by the Corporation of Employee's employment by Company make this covenant. The Executive agrees that any statements or take any actions which could reasonably be expected to damage breach of the reputation or business of Company. It is further recognized restrictions set forth in paragraphs 8 and agreed that 9 will result in irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any Corporation or Bank for which it shall have no adequate remedy at law for any breach by Employee of this covenant will be inadequate and Company the Corporation or Bank shall be entitled to temporary and permanent injunctive relief without in order to enforce the necessity provisions hereof. In the event that this paragraph shall be determined by any court of proving actual damage competent jurisdiction to Company be unenforceable in part by reason of any such breach. In additionit being too great a period of time or covering too great a geographical area, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company it shall be deemed in full force and effect as to include any successors that period of time or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company geographical area determined to be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound reasonable by the covenants expressed in this paragraphcourt.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that at the expiration of this Agreement or at termination for any reason whatsoever, Employee shall not, for a period of three (3) years thereafter, or a date which is five (5) years after the date of this Agreement, whichever is later, without Company's prior written consent, during directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the term ownership, management, operation or control of, or assist any other person, firm, or corporation as an employee or otherwise, in the ownership, management, operation or control, financial or otherwise, of this Agreement and for a period ending on any business or organization anywhere in the first anniversary of the date of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any mannerworld which, directly or indirectly, to solicit or induce any employee or agent competes with the lighting business of the Company or any of its subsidiaries affiliated or subsidiary companies; and shall not, directly or indirectly, by himself or through others, make, manufacture, assemble, sell, distribute or otherwise deal in lighting products similar to terminate employment with Company those manufactured, assembled, sold or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment distributed by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized the desire and agreed intent of the parties that irreparable injury will result the provision of this section shall be enforced to Company, its businesses the fullest extent permissible under the laws and property public policies applied in each jurisdiction in which enforcement is sought. The parties hereto recognize and agree that in the event of a the breach of any provision of this covenant by Employeecovenant, that such injury would be difficult if there is not impossible to ascertain, and therefore, any a remedy at law for any breach by adequate to protect the rights and interest of Company set forth herein, and the parties therefore agree that Company shall have the right to an injunction enjoining Employee from violating the provisions of this covenant will be inadequate and Company section. Nothing herein shall be entitled to temporary and permanent injunctive relief without construed as prohibiting Company from pursuing any other remedies available for such breach or threatened breach, including the necessity recovery of proving actual damage to Company by reason of any such breachdamages from Employee. In additionthe event that any restriction contained in this covenant is deemed by any court to be void because it is for an excessive period of time or restricts Employee from engaging in a business competing with Company in an excessive geographical area, it is agreed by the parties that said court shall have the right to decrease the time period or geographical area covered by such restriction to a time period and/or geographical area which is not excessive. It is understood and agreed that in the event Company terminates Employee without cause or if Company breaches this Agreement and does not cure said breach as provided in Paragraph 3(d), the provisions of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs Paragraph 8 are null and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphvoid.

Restrictive Covenant. It is mutually recognized (a) Seller covenants and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending beginning on the first anniversary of Closing Date and ending three (3) years after the date of termination of Employee's employment hereunderClosing Date, regardless of causeSeller shall not, Employee will and shall cause Seller’s Affiliates not engage in any mannerto, directly or indirectly, (i) induce or attempt to solicit or induce any employee or agent of the Company or any of its subsidiaries the Subsidiaries to terminate employment with leave the employ of the Business, the Company or any of its subsidiaries, as the case may beSubsidiaries, or solicit or induce in any customer of way intentionally interfere with the relationship between the Business, the Company or any of its subsidiaries to become a customer the Subsidiaries and any of their respective employees, (ii) intentionally interfere with the relationship between Buyer, the Company or any of the Subsidiaries and any of the Persons that employ the individual consultants used by Buyer, the Company of any of the Subsidiaries with the purpose of causing such Persons employing the individual consultants to cease or materially decrease doing business with the Buyer, the Company or any Subsidiary (it being understood that nothing restricts Seller from hiring any of the individual consultants employed by such Persons) or (iii) hire or engage any Person who was an employee or officer of the Business, the Company or any of the Subsidiaries within twelve (12) months after such Person ceased to be an employee or officer of the Business, the Company or any of the Subsidiaries; provided that nothing herein shall be construed as restricting Seller or its Affiliates from engaging in a general solicitation of employment not specifically directed at employees of the Business, the Company or any of the Subsidiaries (it being agreed, however, that the provisions of clause (iii) above shall in any event continue to apply, including with respect to any Person that responds to any such solicitation described in this proviso). (b) Seller shall not, and shall cause Seller’s Affiliates not to, use or disclose to anyone except authorized personnel of the Company, the Subsidiaries, Buyer, or Buyer’s Affiliates, any trade secrets or confidential matters concerning the Business, the Company or any Subsidiary, including, without limitation, secrets, customer lists, and credit records, employee data, sales representatives and their territories, mailing lists, consultant arrangements, pricing policies, operational methods, marketing plans or strategies, product development and techniques or plans, research and development programs and plans, business acquisition plans, new personnel acquisition plans, designs and design projects, any Intellectual Property (unless previously publicly disclosed in a manner which would not and does not constitute a breach of this Agreement or any other relevant agreement) and any other research or business information concerning the Company or any Subsidiary, which Seller, the Company, or any Subsidiary currently treats as confidential (whether or not a trade secret under applicable law); provided that the foregoing shall not prohibit any employee, director or officer of Seller or any of its Affiliates who is not also an employee of the Company or any Subsidiary from using information of the Business that exists in the memory of such Person (unaided by reference to records relating to the Business) and consists of general business information and strategies common to participants in the industry in which the Business operates (including pricing policies, marketing plans or strategies common to participants in the industry in which the Business operates and not specific to the Company or any Subsidiary), provided that such information is not, and/or to the knowledge of such person, firmconsidered by the Company or its Subsidiary to be a trade secret under applicable law and/or such use does not infringe upon any Intellectual Property of the Company or any Subsidiary. (c) For purposes of this Section 6.1, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent all references to the term “Business” shall be deemed to include, during any period or at any time following the Closing, Buyer or such of Employee's employment its Affiliates as is then carrying on the Business, or the Business as then conducted by Company make any statements Buyer or take any actions which could reasonably be expected to damage an Affiliate thereof, as the reputation or business of Company. It is further recognized context requires. (d) Seller acknowledges that the foregoing restrictions are reasonable and agreed agrees that irreparable injury will result to Company, its businesses and property in the event of a any breach of this covenant by Employeethereof the harm to Buyer, that such injury would be difficult if not impossible to ascertainthe Company, and therefore, any the Subsidiaries will be irreparable and without adequate remedy at law for any breach by Employee of this covenant and therefore that injunctive relief with respect thereto will be inadequate and Company shall be entitled to temporary and permanent injunctive relief appropriate, in each case without the necessity requirement of posting a bond or proving actual damage to Company by reason of any such breachdamages. In addition, in the event that a court of a breach competent jurisdiction determines that any of this covenant by Employeethe foregoing provisions are unenforceable as stated, Company shall also the Parties intend that such restrictions be entitled modified to recover reasonable costs permit the maximum enforceable restriction on Seller’s and attorneys' fees incurred in connection its Affiliates’ competition with the enforcement of its rights hereunder. Whenever used hereinBusiness, the Company shall be deemed to include any successors or any other person or entity which may hereafter acquire and the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphSubsidiaries.

Restrictive Covenant. It is mutually recognized and agreed that Upon the -------------------- services to be rendered pursuant to termination of his employment, whether by termination of this Agreement by either party, by discharge, or otherwise, the Employee are special, unique and shall not enter into or engage in any business in competition with any business of extraordinary character. Thereforethe Employer, as it exists at the time of termination of employment under this Agreement, either as an individual on his own account, or as a condition to Company's obligations hereunderpartner, Employee agrees that without Company's prior written consentjoint venture, during the term employee, agent, or consultant for any person, or as a director, officer or stockholder (other than as a passive investor) of this Agreement and a corporation or other enterprise, or otherwise, for a period ending on the first anniversary of two years after the date of termination of Employee's employment hereunder, regardless of cause, . The Employee acknowledges that he believes this covenant will not prevent him from and he will be able to engage in any manner, directly or indirectly, to solicit or induce any employee or agent a livelihood apart from the activities which are prohibited by this covenant during the specified period. This covenant on the part of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, the Employee shall be construed as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer an agreement independent of any personother provision in this Agreement; and, firmthe existence of any claim or cause of action of the Employee against the Employer, partnershipwhether predicated on this Agreement or otherwise, corporation, trust or other entity that owns, controls or is shall not constitute a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent defense to the term enforcement by the Employer of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Companythis covenant. It is further recognized agreed by the parties that this covenant on the part of the Employee may be enforced against the Employee by injunction, without requirement imposed by the Court for posting bond which the Employee hereby specifically and knowingly waives, as well as by all other legal remedies available to the Employer. It is agreed by the parties hereto that irreparable injury will result to Company, its businesses and property in the event of a breach if any portion of this covenant by Employeenot to compete is held to be unreasonable, arbitrary or against public policy, the covenant herein shall be considered divisible both as to time and geographical area so that such injury would a lesser period or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. In the event the Employer permanently and partially or completely ceases conducting its business, the Employee shall be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of released from this covenant will be inadequate and Company shall be entitled with respect to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphceased.

Restrictive Covenant. It is mutually recognized During your service as an employee to the Company and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee so long as you are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations receiving severance payments hereunder, Employee agrees that without Company's prior written consentyou shall not (nor shall you assist, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's employment hereundercooperate with, regardless of cause, Employee will not engage or invest in any manner, or with) directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is directly involved in the Company’s Business; provided that the foregoing shall not restrict you from managing or investing funds in connection with your Personal Investments, provided such management or investment does not materially detract from your duties to solicit or induce any employee or agent the Company. If a court of Company competent jurisdiction should declare this Section, or any of its subsidiaries to terminate employment with Company or any of its subsidiariesprovision hereof, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer unenforceable because of any personunreasonable restriction of duration and/or activity, firmthen you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, partnershipat law or in equity, corporationreasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of this Section would cause the Company and its Members to suffer immediate and irreparable harm, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably not be expected to damage remedied by the reputation or business payment of Companymoney. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in In the event of a breach or threatened breach by you of any of the provisions of this covenant by EmployeeAgreement, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and the Company shall be entitled to temporary and permanent injunctive relief to end such breach, without the necessity of proving actual damage requirement to Company by reason of any such breach. In additionpost bond, in the event of a breach of this covenant by Employee, Company and shall also be entitled to recover reasonable costs attorneys’ fees and attorneys' fees incurred in connection with expenses. If the enforcement of its rights hereunder. Whenever used herein, Company shall commence an action pursuant to this Agreement and a Court shall make a final determination denying the injunctive relief sought, you shall be deemed entitled to include any successors or recover reasonable attorneys’ fees and expenses from the Company in defense of such action if the court determines the Company’s action had no justifiable basis in law. Nothing herein shall be construed as prohibiting the Company from pursuing any other person remedies available to it for such breach or entity which may hereafter acquire such threatened breach, including the business recovery of Company damages. In the event that (i) your employment is terminated by the Company, other than for Cause, or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business(ii) you terminate your employment for Good Reason, then Employee you shall not be bound by entitled to receive, in equal monthly installments as salary continuation for a period of twelve months following any such termination of your employment, an amount equal to the covenants expressed in this paragraphsum of (A) your then current monthly base salary, and (B) the cost to you of your medical and/or dental coverage elected under COBRA (until you become eligible for comparable coverage from another employer), less applicable tax and other payroll withholding amounts.

Restrictive Covenant. It is mutually recognized The Executive covenants and agreed agrees that the -------------------- services to be rendered pursuant to this Agreement by Employee are specialExecutive shall not, unique and directly or indirectly, within the marketing area of extraordinary character. Thereforethe Bank (defined as an area within fifty (50) miles of the registered office of the Bank), enter into or engage generally in direct or indirect competition with the Corporation or Bank or any subsidiary of the Corporation, either as an individual on his own or as a condition to Company's obligations hereunderpartner or joint venturer, Employee agrees that without Company's prior written consentor as a director, during the term officer, shareholder, employee, agent, independent contractor, lessor or creditor of this Agreement and or for any person, for a period ending on the first anniversary of one year after the date of termination of Employeehis employment if the Executive's employment hereunderis terminated for any reason whatsoever, regardless provided, however, that the restrictions in this paragraph 9 shall not apply in the event the termination of causeExecutive's employment occurs following a Change in Control, Employee will as defined herein. The foregoing restriction shall not engage be construed to prohibit the ownership by Executive of not more than five percent (5%) of any class of securities of any corporation which is in competition with the Bank or Corporation, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any mannerway, either directly or indirectly, to solicit manages or induce exercises control of any employee or agent of Company or such corporation, guarantees any of its subsidiaries financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seek to terminate employment with Company or do any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer foregoing. The existence of any personclaim or cause of action of the Executive against the Corporation or Bank, firmwhether predicated on this Agreement or otherwise, partnership, corporation, trust or other entity that owns, controls or is shall not constitute a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent defense to the term enforcement by the Corporation or Bank of Employee's employment by Company make this covenant. The Executive agrees that any statements or take any actions which could reasonably be expected to damage breach of the reputation or business of Company. It is further recognized restrictions set forth in paragraphs 8 and agreed that 9 will result in irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any Corporation or Bank for which it shall have no adequate remedy at law for any breach by Employee of this covenant will be inadequate and Company the Corporation or Bank shall be entitled to temporary and permanent injunctive relief without in order to enforce the necessity provisions hereof. In the event that this paragraph shall be determined by any court of proving actual damage competent jurisdiction to Company be unenforceable in part by reason of any such breach. In additionit being too great a period of time or covering too great a geographical area, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company it shall be deemed in full force and effect as to include any successors the period of time or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company geographical area determined to be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound reasonable by the covenants expressed in this paragraphcourt.

Restrictive Covenant. It is mutually recognized FSST acknowledges that Consultant has invested and agreed will invest substantial time, money and resources in the development and retention of its confidential information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the -------------------- services course of FSST's engagement with Consultant, FSST has had and will have access to Consultant's confidential information (including trade secrets), and may be rendered pursuant introduced to this Agreement by Employee are specialexisting and prospective suppliers, unique customers, accounts and business partners of extraordinary characterConsultant. ThereforeFSST acknowledges and agrees that any and all "goodwill" associated with any existing or prospective supplier, customer, account or business partner belongs exclusively to Consultant, including, but not limited to, any goodwill created as a condition to Company's obligations hereunderresult of direct or indirect contacts or relationships between the FSST and any existing or prospective suppliers, Employee customers, accounts or business partners. In recognition of this, FSST hereby covenants and agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary Agreement, neither FSST nor any of the date of termination of Employee's employment hereunder, regardless of cause, Employee its affiliates will not engage in the practice of growing and distributing marijuana in the State of South Dakota, whether as an employee, agent, owner, partner, independent contractor, representative, shareholder, or in any mannerother capacity whatsoever, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity . FSST recognizes and acknowledges that owns, controls or this provision is a bankcondition to Consultant entering into this relationship and that, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In additionaccordingly, in the event of a breach or default, or threatened breach or default, by FSST of the terms and conditions of this covenant by EmployeeAgreement, Company including, without limitation, the provisions of Section 11, the damages to Consultant may be impossible to ascertain and Consultant will not have an adequate remedy at law. In the event of any such breach or default, or such threatened breach or default, in the performance of the terms and provisions of this Agreement, Consultant shall also be entitled to recover reasonable costs institute and attorneys' fees incurred prosecute proceedings in any court of competent jurisdiction, either at law or in equity, to enforce the specific performance of the terms and provisions of this Agreement, to enjoin further violations of the terms and provisions of this Agreement and/or to obtain damages. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or at law. FSST hereby waives any requirement for security or the posting of any bond or other surety and proof of damages in connection with any temporary or permanent award of injunctive, mandatory or other equitable relief and further agrees to waive the enforcement of its rights hereunder. Whenever used herein, Company shall defense in any action for specific performance that a remedy at law would be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphadequate.

Restrictive Covenant. It is mutually recognized Except as set forth in Section 3.10 of the Disclosure Schedule attached hereto, C▇▇▇ covenants that, commencing on the Closing Date and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first fifth anniversary of the date of termination of Employee's employment hereunderClosing Date (the “Non-Compete Period”), regardless of cause, Employee will not engage in any mannerC▇▇▇ shall not, directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be associated with or in any manner connected with, lend its name to, lend its credit to solicit or induce render services or advice to, any employee business whose products or agent activities compete in whole or in part with the Business or Purchased Assets or the products relating thereto anywhere in the world. C▇▇▇ acknowledges that the restrictions contained in this Section 3.10 are reasonable and necessary to protect the legitimate interests of Company or Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Noncompetition Period shall be extended for an additional period equal to any period during which C▇▇▇ is in breach of its subsidiaries obligations under this Section 3.10. In the event that any covenant contained in this Section 3.10 should ever be adjudicated to terminate employment with Company exceed the time, geographic, product or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust service or other entity that ownslimitations permitted by applicable law in any jurisdiction, controls or then any court is a bankexpressly empowered to reform such covenant, savings and loan associationsuch covenant shall be deemed reformed, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent in such jurisdiction to the term of Employee's employment maximum time, geographic, product or service or other limitations permitted by Company make any statements applicable Law. The covenants contained in this Section 3.10 and each provision thereof are severable and distinct covenants and provisions. The invalidity or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason unenforceability of any such breach. In additioncovenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in the event of a breach of this any jurisdiction shall not invalidate or render unenforceable such covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred or provision in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphjurisdiction.

Restrictive Covenant. It is mutually recognized and agreed that (a) In the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and event of extraordinary character. Therefore, as a condition to Company's obligations hereundertermination of Employee’s employment other than Involuntary Termination, Employee agrees that without Company's prior written consentshall not, during the term of this Agreement and for a period ending on the first anniversary of 6 months from the date of termination of Employee's employment hereunder(the “non-compete period”), regardless of cause, Employee will not engage be employed or act in any mannercapacity, either directly or indirectly, to solicit or induce by or for himself or for any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust trust, or company, “Participate” (as defined below) in any banking, lending or financial services business in any county in Washington in which Timberland Bank has offices or conducts its business at the time of termination of employment. For purposes of this Agreement, the term “participate” includes, without limitation, any direct or indirect interest in any business, whether as an employee, officer, director, partner, consultant, sole proprietor, stockholder, owner, or otherwise. “Participate” as used herein does not include ownership of less than one percent (1%) of the stock of a publicly held corporation whose stock is traded on a national securities exchange or on the over-the-counter market. (b) In addition Employee agrees that for the non-compete period he will not (a) induce or attempt to induce any other employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee of the Company or (b) solicit or contact any customer of Timberland Bank on behalf of another bank, lender or financial services entity or (c) induce or attempt to induce any customer, supplier, licensee, or other entity business relations of the Company to cease doing business with the Company. (c) Employee agrees that ownsin the event of violation by Employee of this covenant not to compete, controls or is a bankthen all payments and benefits, savings and loan associationif any, credit union or similar financial institutionto Employee shall immediately cease. Furthermore, Employee will at no time during or subsequent acknowledges that obligations under this Agreement are important to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property that the Company would not employ or continue to employ him without agreement to such obligations. Employee also acknowledges that if he does not abide by the obligations in this Agreement, the Company will suffer immediate and irreparable harm, and that the damage to the Company will be difficult to measure and financial relief will be incomplete. Accordingly, the Company will be Timberland Employment Agreement - 13 entitled to injunctive relief and other equitable remedies in the event of a breach of any obligation under this covenant by Agreement. The rights and remedies of the Company under this section are in addition to all other remedies. The parties agree that if a trial judge with jurisdictions or a dispute related to this Agreement should determine that any portion of the restrictive covenants set forth in this section is unreasonably broad, that the parties authorize said trial judge to narrow same so as to make it reasonable, given all relevant circumstances, and to enforce same. (d) It is agreed between the parties that this Agreement in its entirety, and in particular the restraints imposed herein upon Employee, are reasonable both as to time and as to area. The parties additionally agree (i) that such injury would be difficult if the restraints imposed herein upon Employee are necessary for the protection of the business and goodwill of the Company, (ii) that the restraints imposed herein upon Employee are not impossible any greater than are reasonably necessary to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire secure the business of the Company or any and the goodwill thereof; and (iii) that the degree of its subsidiaries. The foregoing notwithstanding, should injury to the assets public due to the loss of Company be disposed the service and skill of in such a manner that no purchaser thereof has acquired a going business, then Employee upon enforcement of said restraints does not and will not warrant nonenforcement of said restraints. (e) This section shall not be bound by survive the covenants expressed in termination of this paragraphAgreement.

Restrictive Covenant. It is mutually recognized and agreed Employee acknowledges that the -------------------- services Company needs to be rendered protected against the potential for unfair competition and impairment of the Company's goodwill by Employee's use of the Company's training, assistance, confidential information and trade secrets in direct competition with the Company. Employee therefore agrees that for the greater of (a) six months, or (b) the period of time that Employee is entitled to receive severance pay from the Company pursuant to paragraph 3(c) of this Agreement Agreement, Employee shall not operate, join, control, be employed by or participate in ownership, management, operation or control of, or be connected in any manner as an independent contractor, consultant or otherwise, with any person or organization engaged in any business activity which is the same as, similar to, or competitive with any business of the Company or any successor of the Company as of the expiration or termination date within the states of the United States of America. Employee are specialexpressly agrees the provisions of this paragraph 8 shall survive the expiration or the termination of this Agreement, unique and whether such termination be voluntary or involuntary or with or without cause. In the event Company maintains an action, either at law, equity, or both, to enforce this non-competition covenant against Employee, Employee waives any right to maintain any of extraordinary character. Thereforethe following defenses: (a) That this restrictive covenant is not necessary for the protection of the business or the goodwill of Company; (b) That this restrictive covenant is unreasonable, as a condition unconscionable, illegal, in restraint of trade, or in violation of any right granted by the state or federal constitution; (c) That there has been no damage to Company's obligations hereunder, ; (d) That Company has an adequate remedy at law; or (e) That this restrictive covenant is not supported by adequate consideration. Employee agrees that without Company's prior written consentin addition, during but not to the term exclusion of any other available remedy, Company shall have the right to enforce the provisions of this Agreement non-competition agreement by applying for and for obtaining temporary and permanent restraining orders or injunctions from a period ending on court of competent jurisdiction without the first anniversary necessity of filing a bond therefor. In any such court action, the date of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company prevailing party shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover its reasonable costs and attorneys' fees incurred in connection with and costs from the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphparty.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's ’s obligations hereunder, Employee agrees that without Company's ’s prior written consent, during the term of this Agreement and for a period ending on the first fourth anniversary of the date of termination of Employee's his employment hereunder, regardless of cause, Employee he will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries COBZ to terminate employment with Company or any of its subsidiariesCOBZ, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries COBZ to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of CompanyCompany or COBZ. It is further recognized and agreed that irreparable injury will result to CompanyCompany or COBZ, its businesses and property in the event of a breach of this covenant by Employee, that damages covered by such injury breach would be difficult if not impossible to ascertain, and therefore, that any remedy at law for any breach by Employee of this covenant will be inadequate inadequate, and Company or COBZ shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company or COBZ by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company or COBZ shall also be entitled to recover reasonable costs and attorneys' ’ fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiariesCOBZ. The foregoing notwithstanding, should the assets of Company be he disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that During your service as an employee to the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement Company and for a period ending of one (1) year after the termination thereof for any reason, you shall not (nor shall you assist, cooperate with, invest in or with (provided you may acquire stock or other security listed on a national securities exchange or traded on a daily basis in the first anniversary over-the-counter market not in excess of 2% of the date company whose stock or other securities are being acquired), or permit any of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any manner, your affiliates or relatives to) directly or indirectly, to solicit develop, own, manage, operate, control, invent or induce in any employee manner participate in the development, ownership, management, operation, control or agent invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is in competition with the Business. If a court of Company competent jurisdiction should declare this Section, or any of its subsidiaries to terminate employment with Company or any of its subsidiariesprovision hereof, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer unenforceable because of any personunreasonable restriction of duration and/or activity, firmthen you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, partnershipat law or in equity, corporationreasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of this Section would cause the Company and its Members to suffer immediate and irreparable harm, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably not be expected to damage remedied by the reputation or business payment of Companymoney. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in In the event of a breach or threatened breach by you of any of the provisions of this covenant by EmployeeAgreement, that such injury would be difficult if not impossible to ascertain, the Company and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company its Members shall be entitled to temporary and permanent injunctive relief to end such breach, without the necessity requirement to post bond, and shall be entitled to recover reasonable attorneys’ fees and expenses. If the Company shall commence an action pursuant to this Agreement and a Court shall make a final determination denying the injunctive relief sought, you shall be entitled to recover reasonable attorneys’ fees and expenses from the Company in defense of proving actual damage such action if the court determines the Company’s action had no justifiable basis in law. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to Company by reason it for such breach or such threatened breach, including the recovery of damages. Notwithstanding anything herein or in any such breach. In additionUnit Forfeiture Agreement to the contrary, in the event of a your breach of this covenant Section, all of the Units granted hereunder shall be deemed Unvested Units for purposes of the Unit Forfeiture Agreement and such Units shall be forfeit to the Company pursuant to the terms thereof. Severance: In the event that (i) your employment is terminated by Employeethe Company, Company other than for Cause, or (ii) you terminate your employment for Good Reason, then you shall also be entitled to recover reasonable costs receive, in equal monthly installments as salary continuation for a period of six months following any such termination of your employment, an amount equal to the sum of (A) your then current monthly base salary, and attorneys' fees incurred in connection with (B) the enforcement cost to you of its rights hereunder. Whenever used hereinyour medical and/or dental coverage elected under COBRA (until you become eligible for comparable coverage from another employer), Company shall be deemed to include any successors or any less applicable tax and other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphpayroll withholding amounts.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, The Employee agrees that without Company's prior written consent, during at the term expiration of this Agreement and or at termination for any reason whatsoever, the Employee shall not, for a period ending on of three years thereafter, engage in any business, as principal employee or otherwise, which competes with the first anniversary Company in the United States with respect to the manufacture, production, assembling, distribution, or sale of products which are the date of termination of same or similar or related to use or function to those which are manufactured, assembled, sold, or being developed by the Company at any time during the Employee's employment hereunderwith the Company, regardless or directly or indirectly solicit or contact any present or past (one having active contact within twelve months prior to termination of causethe Employee's employment) distributor, dealer, customer, client, employee or consultant of the Company (or the Company's subsidiaries or affiliates). In the event that this agreement is not renewed and the Employee is terminated, the Employee will not engage be entitled to one week of severance for each year of employment. In addition all existing insurance benefits shall remain in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as force during the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Companyseverance period. It is further recognized the desire and agreed intent of the parties that irreparable injury will result the provision of this section shall be enforced to Company, its businesses the fullest extent permissible under the laws and property public policies applied in each jurisdiction in which enforcement is sought. The parties hereto recognize and agree that in the event of a the breach of any provision of this covenant by Employeecovenant, that such injury would be difficult if there is not impossible to ascertain, and therefore, any a remedy at law for any breach by adequate to protect the rights and interest of the Company set forth herein, and the parties therefor agree that the Company shall have the right to an injunction enjoining the Employee from violating the provisions of this covenant will be inadequate and Company section. Nothing herein shall be entitled to temporary and permanent injunctive relief without construed as prohibiting the necessity Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of proving actual damage to Company by reason of any such breachdamages from the Employee. In additionthe event that any restriction contained in this covenant is deemed by any court to be void because it is for an excessive period of time or restricts the Employee from engaging in a business competing with the Company in an excessive geographical area, it is agreed by the parties that said court shall have the right to decrease the time period or geographical area covered by such restriction to a time period and/or geographical area which is not excessive. It is understood and agreed that in the event the Company terminates the Employee without cause or if the Company breeches this Agreement and does not cure said breech as provided in paragraph 3(d), the provisions of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs paragraph 9 are null and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphvoid.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's his employment hereunder, regardless of cause, Employee he will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Employees Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and In consideration of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's his employment hereunder, regardless Executive agrees that during the period of cause, Employee will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate his employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In additionhereunder and, in the event of a breach termination of this covenant Agreement (i) by EmployeeExecutive otherwise than for Employer Breach (as such term is defined herein) or (ii) by the Corporation for Cause (as such term is defined herein), Company shall also for a further period ending on the earlier of two years after such termination or February 28, 2000, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be entitled connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the design, development, construction or operation of alternate access or other telecommunications networks, in providing long distance or other telecommunications services or in any other business in which the GST Companies, or any of them, are engaged during such period, within the United States of America (1) in all locations in which the GST Companies, or any of them, are doing business, and (2) in all locations in respect of which the GST Companies are actively planning for and/or pursuing a business opportunity, whether or not the GST Companies, or any of them, theretofore have submitted any bids, provided that if such planning (1) in all locations in which the GST Companies, or any of them, are doing business, and (2) in all locations in respect of which the GST Companies, or any of them, are actively planning for and/or pursuing a business opportunity, whether or not the GST Companies, or any of them, theretofore have submitted any bids, provided that if such planning and/or pursuit relates to recover reasonable costs and attorneys' fees incurred in connection a business opportunity that is not a CAP, such planning and/or pursuit must have involved material efforts on the part of the GST Companies, or any of them, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the GST Companies, or any of them, to terminate his or her relationship with the enforcement GST Companies, or any of its rights hereunderthem. Whenever used herein, Company Nothing herein contained shall be deemed to include prohibit Executive from (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, (y) owning securities, regardless of amount, of GST or (z) holding an equity interest in Hi-Rim's Cuba Project or in Hi-Rim's Honduras Cellular System, (y) holding up to 5,925 shares of Teletek and up to 1,700 shares of Intermedia. Executive acknowledges that the provisions of this Paragraph 11 are reasonable and necessary for the protection of the GST Companies, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. In the event that any successors provision of this Paragraph 11, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any other person or entity which may hereafter acquire respect by a court of competent jurisdiction, the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee remaining provisions shall not be bound by affected, but shall, subject to the covenants expressed discretion of such court, remain in this paragraphfull force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during During the term of this Consulting Agreement and for a period ending three (3) months after its termination, Consultant will not, on the first anniversary of the date of termination of Employee's employment hereunderhis own account or as an employee, regardless of causeconsultant, Employee will not engage in any mannerpartner, directly or indirectlyofficer, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may bedirector, or solicit or induce any customer of Company or any of its subsidiaries to become a customer stock holder of any other person, firm, partnership, or corporation, trust conduct, engage in, be connected with, have any interest in, or aid or assist anyone else engaging in the business conducted by the Company, except that Consultant shall be permitted to own, for himself, shares of the common stock of any company engaged in a business similar to that business conducted by the Company, whose shares are regularly traded on a United States national securities exchange or NASDAQ or any other entity similar exchange provided that owns, controls or the ownership of Consultant in such company is a bank, savings not in excess of three percent (3%) of the total issued and loan association, credit union or similar financial institutionoutstanding shares of any such company. Furthermore, Employee will at no Consultant agrees that the limitation in this Section 5 is the minimum period of time during or subsequent necessary to protect the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its successors and assigns, in the use or employment of the goodwill of the businesses conducted by the Company. Consultant agrees and property acknowledges that in his capacity as Consultant, he will be contacting customers of the Company and as such, the Company is entitled to the protection afforded by this restriction to preserve the benefits which are to be acquired pursuant to the Agreement. Consultant agrees that damages cannot compensate the Company in the event of a breach violation of this covenant by Employeenoncompetitive covenant, and that such injury injunction relief would be difficult if not impossible to ascertainessential for the protection of the Company, its successors and assigns. Consultant, therefore, any remedy at law for any breach by Employee of this covenant will be inadequate agrees and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason consents that in case of any such breach. In additionbreach or violation, the Company may have such injunctive relief, without bond, but upon due notice, in addition to such further or other relief as may appertain at equity or law. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the event Company to take action under this Section 5. It is the desire and intent of a breach the parties that the provisions of this covenant by EmployeeSection 5 be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, Company shall also if any particular portion of this Section 5 is determined and adjudicated to be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used hereininvalid or unenforceable, Company this Section 5 shall be deemed amended to include delete therefrom that portion thus determined and adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section 5 and the particular jurisdiction in which such adjudication is made; provided, further, to the extent any successors or any other person or entity which may hereafter acquire the business provision of Company or any this Section 5 is deemed unenforceable by virtue of its subsidiaries. The foregoing notwithstandingscope, should but may be made enforceable by limitation thereof, the assets of Company parties agree that the same shall, nevertheless, be disposed of enforceable to the fullest extent permissible under the laws and public policies applied in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed jurisdiction in this paragraphwhich enforcement is sought.

Restrictive Covenant. It (a) During the term of this Agreement, each Shareholder shall devote so much of his/her time and attention and apply his skill and knowledge to the business of the Corporation as shall be necessary to fulfill all his obligations thereto. In addition, for a period of three (3) years after the Closing Date of any sale of shares by a Shareholder, such Shareholder shall not, directly or indirectly, engage or participate in, or be in any manner connection with, any 'other business which is mutually recognized and agreed similar to or competes with any business operations or activities of the Corporation or any of its divisions, subsidiaries or affiliated companies or act as a director, officer, partner, consultant, or employee for or make any financial investment in any other firm, corporation or other such enterprise anywhere in the United States, without the express written approval of the Corporation. Nothing contained herein, however, shall restrict any Shareholder from making any investments in any business or enterprise whose securities are listed on a national securities exchange or active traded in the over-the-counter market, which business or enterprise is or might be, directly or indirectly, in competition with the business operations of the Corporation; provided, however, that such investment does not give Shareholder the -------------------- services right to be rendered pursuant to control or influence the policy decisions of such business. (b) During the term of this Agreement by Employee are specialand at all times thereafter, unique no Shareholder may divulge, furnish or make accessible to anyone (other than in the regular course of business of the Corporation or at the request of the Corporation) any knowledge or information with respect to confidential or secret methods, data, ideas, creations, hardware, software, programs, codes, formulae, plans, materials and processes (including improvements and enhancements thereof) of extraordinary characterthe Corporation or any of its divisions, subsidiaries, affiliates or outside contractors including, without limitation, any customer or client lists, telephone leads, prospect lists, advertising and sales promotion materials, forms or literature and manufacturing processes (collectively, "Intangible Property"). ThereforeMoreover, as a condition to Company's obligations hereunder, Employee each Shareholder agrees that without Company's prior written consentany Intangible Property that he may conceive, make, invent, develop or suggest during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any manner, directly (whether individually or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment jointly with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity persons), relating in any way to the business or activities of the Corporation shall be the sole, exclusive and absolute property of the Corporation. Such Shareholder will immediately disclose any Intangible Property to the Corporation, except where the same is lawfully protected from disclosure as the trade secret of a third parry or by any other lawful bar to such disclosure. Each Shareholder further agrees that without either remuneration (except out-of-pocket expenses) and whether or not such Shareholder is still employed by or owns shares of the Corporation, he will, at the Corporation's request, execute and deliver any documents and give reasonable assistance which may be essential or desirable to secure to, assign, and vest in the Cow oration the sole and exclusive right, title and interest in and to such Intangible Property including, in those instances where the Corporation determines in its sole discretion, to apply for letters patent of the United States of America and (or other countries, patent applications, copyright applications, assignments, affidavits, priority claims or otherwise now or hereafter acquire essential or desirable in the business opinion of Company Corporation in obtaining, maintaining and (or any of its subsidiaries. The foregoing notwithstandingdefending such patents, should copyrights or other proprietary tights and in securing to and vesting in the assets of Company be disposed of Corporation the sole and exclusive right, title and interest in and to such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphrights.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee (a) Seller agrees that without Company's prior written consentthat, during the term Restricted Period, Seller shall not, and Seller shall ensure that its Affiliates do not (except in the authorized course of this Agreement and for a period ending on the first anniversary any employment, consultingor independent contractor services provided to Purchaser or any of its Affiliates): (i) engage directly or indirectly in Competition in any part of the date of termination of Employee's employment hereunderRestricted Territory; or (ii) directly or indirectly be or become an officer, regardless of causedirector, Employee will not engage stockholder, owner, co-owner, Affiliate, partner, promoter, employee, agent, Representative, designer, consultant, advisor or manager of, for or to, or acquire or hold any direct or indirect interest in, any Person that engages directly or indirectly in Competition in any mannerpart of the Restricted Territory. (b) Seller agrees that, during the Restricted Period, Seller shall not, and Seller shall ensure that its Affiliates do not, directly or indirectly, solicit, induce or encourage, or attempt to solicit solicit, induce or encourage, or cause others to solicit, induce or encourage (on its behalf or on behalf of others), any employee Customer or agent supplier or vendor of Company the Business to terminate their service or business arrangement with Purchaser or any of its subsidiaries to terminate employment with Company or Affiliates for any of its subsidiariesreason. (c) Seller agrees that, during the Restricted Period, except as the case may berequired by applicable Law, or solicit compelled by process of Law, Seller shall not, and Seller shall not intentionally publicly libel, slander or induce disparage Purchaser in such capacity in any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity manner that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could would reasonably be expected to damage be harmful to such Person or to the reputation business or business reputation of Company. It is further recognized and agreed that irreparable injury will result to Companysuch Person in such capacity; provided, its businesses and property in the event of a breach of this covenant by Employeehowever, that such injury would be difficult if the foregoing shall not impossible prohibit, or otherwise apply to ascertain, and therefore, (i) any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred truthful statements in connection with this Agreement or the transactions contemplated hereby, including, but not limited to, the enforcement of its rights hereunder. Whenever used hereinor any disputes in relation to thereto, Company shall be deemed (ii) any truthful statements or testimony made under oath, (iii) any information or statements pursuant to include any successors a valid subpoena or order by a court or other governmental body, or as otherwise required by Law or Proceeding, or any other person legally-required truthful statements or entity which may hereafter acquire the business of Company disclosure, or (iv) disclosing any information or any statements in private and in confidence, including any statements to Seller's legal, financial, tax or other advisors. (d) Seller acknowledges and agrees that all Confidential Information and all physical embodiments thereof are confidential and proprietary to, and are and will remain the sole and exclusive property of, of Purchaser effective as of Closing. At all times after the date of this Agreement, the Company will hold such Confidential Information in trust and strictest confidence, and will not, directly or indirectly, use, reproduce, distribute, divulge, disclose or otherwise disseminate the Confidential Information or any physical embodiments thereof other than to Purchaser and its subsidiariesRepresentatives, and neither Company nor any officer or director shall take any action causing, or fail to take any action necessary in order to prevent, any Confidential Information to lose its character or cease to qualify as Confidential Information. The foregoing notwithstandingAt the Closing, should the assets of Company be disposed of Seller shall deliver to Purchaser all Confidential Information (and all embodiments thereof) then in such Seller’s possession, custody or control. (e) Seller hereby agrees and acknowledges that: (i) the restrictions imposed upon Seller under this Section 4.5 are reasonable and necessary to protect Purchaser's legitimate business interests and the goodwill or customer relationships in the Business; (ii) the geographic scope of the Restricted Territory is reasonable and necessary to protect Purchaser's legitimate business interests; (iii) Seller's experience and capabilities are such that it can continue to operate without breaching the terms and conditions of this Agreement; (iv) the restrictions contained in this Section 4.5 are fair and reasonable under the circumstances and do not limit fair competition; (v) the duration, area and scope of the covenants contained in this Section 4.5 have been considered by Seller and that Seller has received independent legal counsel with respect thereto, and (vi) Seller, either alone or through its Affiliates, has received sufficiently high consideration and other benefits as a manner result of this Agreement and the transactions contemplated hereby, and such consideration and other benefits justify the covenants contained in this Section 4.5. (f) Notwithstanding anything in this Agreement to the contrary, any term or provision of Section 4.5 that no purchaser thereof has acquired is illegal, invalid or unenforceable in any situation in any jurisdiction shall not affect the legality, validity or enforceability of the remaining terms and provisions of this Section 4.5 or the legality, validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a going businesscourt of competent jurisdiction declares that any term or provision of this Section 4.5 is illegal, invalid or unenforceable, then Employee the parties agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any illegal, invalid or unenforceable term or provision with a term or provision that is legal, valid and enforceable and that comes closest to expressing the intention of the illegal, invalid or unenforceable term or provision, and this Section 4.5 shall be enforceable as so modified. In the event such court does not be bound by exercise the covenants expressed power granted to it in the prior sentence, the parties agree to amend this paragraphSection 4.5 to replace such illegal, invalid or unenforceable term or provision with a legal, valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such illegal, invalid or unenforceable term or provision and that comes closest to expressing the intention of the illegal, invalid or unenforceable term or provision.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any manner, directly or indirectly, to indirectly its solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that During your service as an employee to the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement Company and for a the one year period ending on following the first anniversary of the date of termination of Employee's your employment hereunderwith the Company for any reason, regardless of causeyou shall not (nor shall you assist, Employee will not engage cooperate with, or invest in any manner, or with) directly or indirectly, develop, own, manage, operate, control, invent or in any manner participate in the development, ownership, management, operation, control or invention of, or serve as a partner, employee, principal, agent, consultant or otherwise contract with, or have any financial interest in, or aid or assist any other person or entity that is directly involved in the Company’s Business prior to solicit or induce termination of employment, other than passive investments in securities of publicly-traded companies totaling not more than 2% of any employee or agent such company. If a court of Company competent jurisdiction should declare this Section, or any of its subsidiaries to terminate employment with Company or any of its subsidiariesprovision hereof, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer unenforceable because of any personunreasonable restriction of duration and/or activity, firmthen you hereby acknowledge and agree that such court shall have the express authority to reform this Agreement to provide for reasonable restrictions and/or grant the Company such other relief, partnershipat law or in equity, corporationreasonably necessary to protect the interests of the Company. You specifically acknowledge that a breach of this Section would cause the Company and its Members to suffer immediate and irreparable harm, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably not be expected to damage remedied by the reputation or business payment of Companymoney. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in In the event of a breach or threatened breach by you of any of the provisions of this covenant by EmployeeAgreement, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and the Company shall be entitled to temporary and permanent seek injunctive relief to end such breach, without the necessity of proving actual damage requirement to Company by reason of any such breach. In additionpost bond, in and the event of a breach of this covenant by Employee, Company prevailing party shall also be entitled to recover it’s reasonable costs attorneys’ fees and attorneys' fees incurred in connection with the enforcement of its rights hereunderexpenses. Whenever used herein, Company Nothing herein shall be deemed to include any successors or construed as prohibiting the Company from pursuing any other person remedies available to it for such breach or entity which may hereafter acquire such threatened breach, including the business recovery of Company damages. In the event that (i) your employment is terminated by the Company, other than for Cause, or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business(ii) you terminate your employment for Good Reason, then Employee you shall not be bound by entitled to receive, in equal monthly installments as salary continuation for the covenants expressed in this paragraphSeverance Period, an amount equal to the sum of (A) your then current monthly base salary, and (B) the cost to you of your medical and/or dental coverage elected under COBRA (until you become eligible for comparable coverage from another employer), less applicable tax and other payroll withholding amounts.

Restrictive Covenant. It is mutually recognized and agreed that In consideration of the -------------------- services to be rendered pursuant to Corporation's entering into this Agreement by Employee are specialAgreement, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee Executive agrees that without Company's prior written consent, during the term of this Agreement Term, and for a period ending on the first anniversary of the date of termination of Employee's employment hereunder, regardless of cause, Employee eighteen (18) months thereafter he will not engage (i) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, directly whether as an officer, director, employee, partner, investor or indirectlyotherwise, to solicit any business entity that is engaged in the lottery or induce any employee or agent of Company casino business or any other business which the corporation is then engaged in, (ii) for himself or on behalf of its subsidiaries to terminate employment with Company any other person, partnership, corporation or any of its subsidiariesentity, as the case may be, or solicit or induce call on any customer of Company the Corporation for the purpose of soliciting, diverting or taking away any of its subsidiaries customer from the Corporation, or (iii) induce, influence, or seek to become a customer of any person, firm, partnership, corporation, trust induce or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and thereforeinfluence, any remedy at law for any breach person engaged as an employee, representative, agent, independent contractor or otherwise by Employee of this covenant will be inadequate and Company shall be entitled the Corporation, to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection terminate his or her relationship with the enforcement of its rights hereunderCorporation. Whenever used herein, Company Nothing herein contained shall be deemed to include prohibit Executive from investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange or are traded in the over-the-counter market and Executive's holdings therein represent less than 1% of the total number of shares or principal amount of the securities of such issuer outstanding. Executive acknowledges that the provisions of this Section 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the period or periods of time, geographic areas and types and scope of restrictions on the activities specified herein are, and are intended to be, divisible. If any successors provision of this Section 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any other person or entity which may hereafter acquire respect by a court of competent jurisdiction, the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee remaining provisions shall not be bound by affected, but shall, subject to the covenants expressed discretion of such court, remain in this paragraphfull force and effect and any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceable.

Restrictive Covenant. It is mutually recognized (a) The Executive acknowledges and agreed recognizes that during the Employment Period he will be privy to non-public information critical to the Company's and its affiliates' business and further acknowledges and recognizes that the -------------------- services Company would find it extremely difficult to replace him. Accordingly, in consideration of the premises contained herein, and the consideration to be rendered pursuant received by the Executive hereunder and the granting of certain stock options to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consentthe Executive, during the term of this Agreement Employment Period and for a period ending on the first anniversary Non-Competition Period (as defined below), the Executive shall not (i) directly or indirectly engage in, represent in any way, or be connected with, any Competing Business (as defined below), whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business; (ii) assist others in engaging in any Competing Business; (iii) induce any employee of the date of termination of EmployeeCompany or any affiliate thereof to terminate such employee's employment hereunder, regardless of cause, Employee will not with the Company or any such affiliate or to engage in any mannerCompeting Business; or (iv) induce any entity or person with which the Company or any affiliate thereof has a business relationship to terminate or alter such business relationship; provided, however, that the foregoing shall not prevent the Executive from owning the securities of or an interest in any business (other than the Company and any entity controlling the Company), provided such ownership of securities or interest represents less than five percent (5%) of any class or type of securities of, or interest in, such business. (b) The Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company or any affiliate thereof, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder and pursuant to other agreements between the Company and the Executive to justify clearly such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from earning a living. (c) As used herein, "Competing Business" shall mean any business in North America if such business or the products sold by it are competitive, directly or indirectly, to solicit or induce any employee or agent with (i) the business of the Company or any of its subsidiaries to terminate employment with affiliates for which the Executive has direct managerial responsibility, (ii) any of the products manufactured, sold or distributed by the Company or any of its subsidiaries, as affiliates for which the case may beExecutive has direct managerial responsibility, or solicit (iii) any products or induce any customer of business being developed by the Company or any of its subsidiaries to become a customer affiliates for which the Executive has direct managerial responsibility; and "Non-Competition Period" shall mean the period commencing on the day immediately following the Termination Date and ending upon the expiration of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to 18 months following the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphTermination Date.

Restrictive Covenant. It is mutually recognized and agreed that (a) In the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and event of extraordinary character. Therefore, as a condition to Company's obligations hereundertermination of Employee’s employment other than Involuntary Termination, Employee agrees that without Company's prior written consentshall not, during the term of this Agreement and for a period ending on the first anniversary of 6 months from the date of termination of Employee's employment hereunder(the “non-compete period”), regardless of cause, Employee will not engage be employed or act in any mannercapacity, either directly or indirectly, to solicit or induce by or for himself or for any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust trust, or company, “Participate” (as defined below) in any banking, lending or financial services business in any county in Washington in which Timberland Bank has offices or conducts its business at the time of termination of employment. For purposes of this Agreement, the term “participate” includes, without limitation, any direct or indirect interest in any business, whether as an employee, officer, director, partner, consultant, sole proprietor, stockholder, owner, or otherwise. “Participate” as used herein does not include ownership of less than one percent (1%) of the stock of a publicly held corporation whose stock is traded on a national securities exchange or on the over-the-counter market. (b) In addition Employee agrees that for the non-compete period he will not (a) induce or attempt to induce any other employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee of the Company or (b) solicit or contact any customer of Timberland Bank on behalf of another bank, lender or financial services entity or (c) induce or attempt to induce any customer, supplier, licensee, or other entity business relations of the Company to cease doing business with the Company. (c) Employee agrees that ownsin the event of violation by Employee of this covenant not to compete, controls or is a bankthen all payments and benefits, savings and loan associationif any, credit union or similar financial institutionto Employee shall immediately cease. Furthermore, Employee will at no time during or subsequent acknowledges that obligations under this Agreement are important to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property that the Company would not employ or continue to employ him without agreement to such obligations. Employee also acknowledges that if he does not abide by the obligations in this Agreement, the Company will suffer immediate and irreparable harm, and that the damage to the Company will be difficult to measure and financial relief will be incomplete. Accordingly, the Company will be Timberland Employment Agreement - 13 entitled to injunctive relief and other equitable remedies in the event of a breach of any obligation under this covenant by Agreement. The rights and remedies of the Company under this section are in addition to all other remedies. The parties agree that if a trial judge with jurisdictions or a dispute related to this Agreement should determine that any portion of the restrictive covenants set forth in this section is unreasonably broad, that the parties authorize said trial judge to narrow same so as to make it reasonable, given all relevant circumstances, and to enforce same. (d) It is agreed between the parties that this Agreement in its entirety, and in particular the restraints imposed herein upon Employee, are reasonable both as to time and as to area. The parties additionally agree (i) that such injury would be difficult if the restraints imposed herein upon Employee are necessary for the protection of the business and goodwill of the Company, (ii) that the restraints imposed herein upon Employee are not impossible any greater than are reasonably necessary to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire secure the business of the Company or any and the goodwill thereof; and (iii) that the degree of its subsidiaries. The foregoing notwithstandinginjury to the public due to the loss of the service and skill of Employee upon enforcement of said restraints does not and will not warrant nonenforcement of said restraints. (e) This section shall survive the termination of this Agreement. (f) By signing this Agreement, should the assets of Company be disposed of in such a manner Employee acknowledges and agrees that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed noncompetition provisions in this paragraph.Section 21 have been communicated and disclosed to the Employee in compliance with ▇▇▇▇▇▇▇▇▇▇ ▇▇ 1450. Timberland Employment Agreement - 14

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, The Employee agrees that without Company's prior written consent, during at the term expiration of this Agreement and or at termination for any reason whatsoever, the Employee shall not, for a period ending on of three years thereafter, engage in any business, as principal employee or otherwise, which competes with the first anniversary Company in the United States with respect to the manufacture, production, assembling, distribution, or sale of products which are the date of termination of same or similar or related to use or function to those which are manufactured, assembled, sold, or being developed by the Company at any time during the Employee's employment hereunderwith the Company, regardless or directly or indirectly solicit or contact any present or past (one having active contact within twelve months prior to termination of causethe Employee's employment) distributor, dealer, customer, client, employee or consultant of the Company (or the Company's subsidiaries or affiliates). In the event that this agreement is not renewed and the Employee is terminated, the Employee will not engage be entitled to one week of severance for each year of employment. In addition all existing insurance benefits shall remain in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as force during the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Companyseverance period. It is further recognized the desire and agreed intent of the parties that irreparable injury will result the provision of this section shall be enforced to Company, its businesses the fullest extent permissible under the laws and property public policies applied in each jurisdiction in which enforcement is sought. The parties hereto recognize and agree that in the event of a the breach of any provision of this covenant by Employeecovenant, that such injury would be difficult if there is not impossible to ascertain, and therefore, any a remedy at law for any breach by adequate to protect the rights and interest of the Company set forth herein, and the parties therefor agree that the Company shall have the right to an injunction enjoining the Employee from violating the provisions of this covenant will be inadequate and Company section. Nothing herein shall be entitled to temporary and permanent injunctive relief without construed as prohibiting the necessity Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of proving actual damage to Company by reason of any such breachdamages from the Employee. In additionthe event that any restriction contained in this covenant is deemed by any court to be void because it is for an excessive period of time or restricts the Employee from engaging in a business competing with the Company in an excessive geographical area, it is agreed by the parties that said court shall have the right to decrease the time period or geographical area covered by such restriction to a time period and/or geographical area which is not excessive. It is understood and agreed that in the event the Company terminates the Employee without cause or if the Company breaches this Agreement and does not cure said breach as provided in paragraph 3(d), the provisions of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs paragraph 9 are null and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphvoid.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, The Employee agrees that without Company's prior written consent, during at the term expiration of this Agreement and or at termination for any reason whatsoever, the Employee shall not, for a period ending on of three years thereafter, engage in any business, as principal, employee or otherwise, which competes with the first anniversary Company in the United States with respect to the manufacture, production, assembling, distribution, or sale of products which are the date of termination of same or similar or related to use or function to those which are manufactured, assembled, sold, or being developed by the Company at any time during the Employee's employment hereunderwith the Company, regardless of cause, Employee will not engage in any manner, or directly or indirectly, to indirectly solicit or induce contact any present or past (one having active contact within twelve months prior to termination of the Employee's employment) distributor, dealer, customer, client, employee or agent consultant of the Company (or any of its the Company's subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Companyaffiliates). It is further recognized the desire and agreed intent of the parties that irreparable injury will result the provision of this section shall be enforced to Company, its businesses the fullest extent permissible under the laws and property public policies applied in each jurisdiction in which enforcement is sought. The parties hereto recognize and agree that in the event of a the breach of any provision of this covenant by Employeecovenant, that such injury would be difficult if there is not impossible to ascertain, and therefore, any a remedy at law for any breach by adequate to protect the rights and interest of the Company set forth herein, and the parties therefore agree that the Company shall have the right to an injunction enjoining the Employee from violating the provisions of this covenant will be inadequate and Company section. Nothing herein shall be entitled to temporary and permanent injunctive relief without construed as prohibiting the necessity Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of proving actual damage to Company by reason of any such breachdamages from the Employee. In additionthe event that any restriction contained in this covenant is deemed by any court to be void because it is for an excessive period of time or restricts the Employee from engaging in a business competing with the Company in an excessive geographical area, it is agreed by the parties that said court shall have the right to decrease the time period or geographical area covered by such restriction to a time period and/or geographical area which is not excessive. It is understood and agreed that in the event the Company terminates the Employee without cause or if the Company breaches this Agreement and does not cure said breach as provided in paragraph 3(d), the provisions of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs paragraph 9 are null and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphvoid.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee agrees that without Company's prior written consent, during the term of this Agreement and for a period ending on the first anniversary of the date of termination of Employee's his employment hereunder, regardless of cause, Employee he will not engage in any manner, directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraph.

Restrictive Covenant. It is mutually recognized and agreed that (a) In the -------------------- services to be rendered pursuant to this Agreement by Employee are special, unique and event of extraordinary character. Therefore, as a condition to Companyany termination of the Employee's obligations hereunder, Employee agrees that without Company's prior written consent, employment with the Company for any reason at any time during the term of this Agreement and Agreement, then for a period ending beginning on the first anniversary of the date of such termination and ending three (3) years following the date of Employee's employment hereundersuch termination, regardless the Employee shall not engage, anywhere within a radius of cause500 miles of any plant, mini-plant or any other manufacturing facility owned or operated by the Company as of the time of such termination (the "Territory"), as principal, agent, trustee or through the agency of any corporation, partnership, association or agent or agency, in the business of manufacturing or selling engineered building systems, metal building components or any other business ancillary thereto (the "Industry"), and the Employee will shall not engage be the owner of more than 5% of the outstanding capital stock of any corporation, or a member or employee of any partnership or an owner or employee of any business that conducts a business in any mannerthe Territory within the Industry. During such period, the Employee further agrees that he shall not, either directly or indirectly, to solicit or induce any employee or agent of Company or any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of through any person, firm, partnershipassociation or corporation with which the Employee is now or may hereafter become associated, cause or induce any present or future employee of the Company (or its successors and assigns) or any of their affiliates to leave the employ of the Company (or its successors and assigns) or any such affiliate to accept employment with the Employee or with such person, firm, association or corporation. (b) The foregoing covenants in Section 8(a) shall not be held invalid or unenforceable because of the scope of the territory or actions subject thereto or restricted thereby, trust or other entity that owns, controls or the period of time within which such agreement is operative; but any judgment of a bank, savings court of competent jurisdiction may define the maximum territory and loan association, credit union or similar financial institution. Furthermore, Employee will at no actions subject to and restricted by covenants Section 8(a) and the period of time during which such covenants are enforceable; provided, however, that in the event that as a result of an action being instituted against the Company by or subsequent to on behalf of the Employee, a judgment of a court of competent jurisdiction is entered against the Company decreasing the period of time during which this Agreement is enforceable, the term of Employee's employment by this Agreement shall be similarly decreased. (c) The Employee represents and warrants to the Company make any statements or take any actions which could reasonably be expected that (i) the Employee has the full right, power and authority to damage enter into and perform this Agreement, including (without limitation) the reputation or business giving of Company. It is further recognized the covenants in Section 8(a), (ii) the Employee acknowledges the giving of fair and agreed that irreparable injury will result to Companyadequate consideration for his covenants in Section 8(a), its businesses and property in the event of a breach of this covenant by Employee, that such injury would be difficult if covenants are necessary to protect the business, operations and goodwill of the Company and to attract invest▇▇▇▇ ▇▇ ▇▇▇ ▇▇mpany, (iii) such covenants are not impossible oppressive to ascertainthe Employee in any respect, and therefore(iv) on the date hereof, any remedy at law for any breach by the Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, is not engaged in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphcommon calling.

Restrictive Covenant. It is mutually recognized and agreed that the -------------------- services to be rendered pursuant to 34.1 Except as set forth in Section 14(e) below, at all times while this Agreement by Employee are specialremains in effect and through , unique 2011, each of the Physicians and of extraordinary character. Therefore, as a condition to Company's obligations hereunder, Employee ARO agrees that without Company's prior written consent, during the term of this Agreement they and for a period ending on the first anniversary of the date of termination of Employee's employment hereunder, regardless of cause, Employee will not engage in any mannerit shall not, directly or indirectly: (a) engage in the ownership, to solicit operation or induce management of any radiation oncology practice or facilities or otherwise engage in the provision of radiation oncology services (whether as a separate business or in conjunction with any other business (a “Competing Business”) within ▇▇▇▇▇ County, Nevada (the “Service Area”); or (b) have any interest, whether as owner, stockholder, partner, member, director, officer, employee or agent of Company or consultant in any of its subsidiaries to terminate employment with Company or any of its subsidiaries, as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company. It is further recognized and agreed that irreparable injury will result to Company, its businesses and property Competing Business in the event Service Area. 34.2 Each of a the Physicians and ARO acknowledges that the restrictive covenant contained herein has unique value to Manager, the breach of this covenant by Employee, that such injury would which cannot be difficult if not impossible to ascertain, adequately compensated in an action of law. Each of the Physicians and therefore, any remedy at law for any breach by Employee of this covenant will be inadequate and Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In additionARO further agrees that, in the event of a the breach of this covenant by Employeethe restrictive covenants contained herein, Company Manager shall also be entitled to recover obtain appropriate equitable relief, including, without limitation, a permanent injunction or similar court order enjoining either or both of them from violating any of such provisions, and that pending the hearing and the decision on the application for permanent equitable relief, Manager shall be entitled to a temporary restraining order and a preliminary injunction. The prevailing party shall be entitled to reimbursement from the other party of its reasonable costs and expenses (including attorneys' ’ fees incurred in connection with the enforcement of its rights hereunderand disbursements) of, or related to, such action or proceeding. Whenever used herein, Company No such remedy shall be deemed construed to include be the exclusive remedy of Manager and any successors and all such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at law or in equity, otherwise available under the terms of this Agreement, at common law, or under federal, state or local statutes, rules and regulations. 34.3 If any other person or entity which may hereafter acquire the business court of Company or competent jurisdiction shall deem any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the restrictive covenants expressed contained in this paragraphSection 14, or portion of any such covenants, too extensive or unenforceable, the other provisions of this Section 14 shall nevertheless stand and remain enforceable according to their terms. In such circumstance, the parties hereto expressly authorize the court to modify such covenants or offending portion thereof, so that the restrictions, limitations and scope of the restrictive covenants extend for the longest period, comprise the largest territory and are enforceable to the maximum permissible extent by law under the circumstances. 34.4 The provisions of this Section 14 shall survive any expiration or other termination of this Agreement. 34.5 In the event any court of competent jurisdiction shall deem (i) Manager to be in default of any material provision of this Agreement, (ii) Buyer to be in default of any material provision of the Asset Purchase Agreement, or (iii) FSS to be in default of any material provision in the Billing Agreement, the restrictive covenant in this Section 8 shall be immediately terminated and of no force and effect.

Restrictive Covenant. It is mutually recognized and agreed that Upon the -------------------- services to be rendered pursuant to termination of his employment, whether by termination of this Agreement by either party, by discharge, or otherwise, the Employee are special, unique and shall not enter into or engage in any business in competition with any business of extraordinary character. Thereforethe Employer, as it exists at the time of termination of employment under this Agreement, either as an individual on his own account, or as a condition to Company's obligations hereunderpartner, Employee agrees that without Company's prior written consentjoint venture, during the term employee, agent, or consultant for any person, or as a director, officer or stockholder (other than as a passive investor) of this Agreement and a corporation or other enterprise, or otherwise, for a period ending on the first anniversary of two years after the date of termination of Employee's employment hereunder, regardless of cause, . The Employee acknowledges that he believes this covenant will not prevent him from and he will be able to engage in any mannera livelihood apart from the activities which are prohibited by this covenant during the specified period. The Employer acknowledges that the Employee has extensive experience, directly or indirectlyrelationships and contacts in UAV and related fields, some of which the Employer expects the Employee to solicit or induce any employee or agent make available to the Employer and which are a significant consideration in the Employer’s employment the Employee; provided, that none of Company or any such previously existing experience, relationships and contacts shall be subject to this covenant. This covenant on the part of its subsidiaries to terminate employment with Company or any of its subsidiaries, the Employee shall be construed as the case may be, or solicit or induce any customer of Company or any of its subsidiaries to become a customer an agreement independent of any personother provision in this Agreement; and, firmthe existence of any claim or cause of action of the Employee against the Employer, partnershipwhether predicated on this Agreement or otherwise, corporation, trust or other entity that owns, controls or is shall not constitute a bank, savings and loan association, credit union or similar financial institution. Furthermore, Employee will at no time during or subsequent defense to the term enforcement by the Employer of Employee's employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Companythis covenant. It is further recognized agreed by the parties that this covenant on the part of the Employee may be enforced against the Employee by injunction, without requirement imposed by the Court for posting bond which the Employee hereby specifically and knowingly waives, as well as by all other legal remedies available to the Employer. It is agreed by the parties hereto that irreparable injury will result to Company, its businesses and property in the event of a breach if any portion of this covenant by Employeenot to compete is held to be unreasonable, arbitrary or against public policy, the covenant herein shall be considered divisible both as to time and geographical area so that such injury would a lesser period or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. In the event the Employer permanently and partially or completely ceases conducting its business, the Employee shall be difficult if not impossible to ascertain, and therefore, any remedy at law for any breach by Employee of released from this covenant will be inadequate and Company shall be entitled with respect to temporary and permanent injunctive relief without the necessity of proving actual damage to Company by reason of any such breach. In addition, in the event of a breach of this covenant by Employee, Company shall also be entitled to recover reasonable costs and attorneys' fees incurred in connection with the enforcement of its rights hereunder. Whenever used herein, Company shall be deemed to include any successors or any other person or entity which may hereafter acquire the business of Company or any of its subsidiaries. The foregoing notwithstanding, should the assets of Company be disposed of in such a manner that no purchaser thereof has acquired a going business, then Employee shall not be bound by the covenants expressed in this paragraphceased.