Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to 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, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 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. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to 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, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 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. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration of his employment hereunder, The Executive covenants and agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will shall not apply) thereafter, he will not (a) directly or indirectly ownindirectly, managewithin the marketing area of the Bank (defined as an area within fifty (50) miles of the registered office of the Bank), operateenter into or engage generally in direct or indirect competition with the Corporation or Bank or any subsidiary of the Corporation, join, control, participate in, invest ineither as an individual on his own or as a partner or joint venturer, or otherwise be connected withas a director, in any manner, whether as an officer, directorshareholder, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor contractor, lessor or otherwise creditor of or for any person, for a period of one year after the date of termination of his employment if the Executive's employment is terminated for any reason whatsoever except upon resignation by the Executive for "Good Reason" under paragraph 10(d) 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, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seek to terminate his do any of the foregoing. The existence of any claim or her relationship with cause of action of the CorporationExecutive against the Corporation or Bank, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation or Bank of this covenant. Nothing herein contained The Executive agrees that any breach of the restrictions set forth in paragraphs 8 and 9 will result in irreparable injury to the Corporation or Bank for which it shall have no adequate remedy at law and the Corporation or Bank shall be deemed entitled to prohibit Executive from (x) investing his funds injunctive relief 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, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that order to enforce the provisions of this Paragraph 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, divisiblehereof. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, paragraph shall be deemed contrary to law or invalid or unenforceable in determined by any respect by a court of competent jurisdictionjurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, the remaining provisions it shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall as to that period of time or geographical area determined to be deemed, without further action on reasonable by the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceablecourt.

Restrictive Covenant. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterTerm, he will not (ai) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry business of hotel renovation, procurement of hotel furniture, fixtures and equipment, procurement and reordering of hotel operating supplies and equipment, the development of hotel properties or in any other business in which the Corporation is then engaged as of terminationin, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (bii) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunityCorporation, or (ciii) induce, influence influence, or seek to induce or influence influence, any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to 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 's holdings therein represent less than 21% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 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. In the event that If any provision of this Paragraph Section 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the term of this Agreement and in the event of termination of this Agreement (i) by Executive otherwise than for Employer Breach (as hereinafter defined) or (ii) by the Corporation for Cause (as hereinafter defined), for a period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, after such termination he will not (a) directly or indirectly own, manage, operate, join, advise, control, participate in, invest in, finance, lend money to, guarantee the debts or obligations of or otherwise be connected with, in any manner, whether as an officer, director, employee, stockholder, partner, investor venturer, investor, agent, broker, lender, guarantor or otherwise, any business entity that is engaged in within or without the technology industry or United States of America in any other business in which that has products or provides services similar to those being developed or provided by the Corporation is engaged as during the term of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunitythis Agreement; (b) for himself or on behalf of any other person, partnership, corporation or entity, directly or indirectly or by action together with others call on any customer of the Corporation GST Companies for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, GST Companies; or (c) directly or indirectly induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, consultant, independent contractor or otherwise by the CorporationGST Companies, to terminate his or her relationship with the CorporationGST Companies or retain such person. Nothing contained herein contained shall be deemed to prohibit Executive from (x) investing his funds funds, solely on a passive basis, 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-the- counter market and Executive’s 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 8 are reasonable and necessary for the protection of the CorporationGST Companies and are essential to the willingness of the Corporation to employ Executive, 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 provision of this Paragraph 98, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterhereunder, he will not (ai) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry business of operating convenience stores, marketing and distributing petroleum products, or in providing environmental remediation services or any other business in which the Corporation is then engaged as of terminationduring such period, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (bii) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunityCorporation, or (ciii) induce, influence influence, or seek to induce or influence influence, any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to 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 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 Section 11 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. In the event that If any provision of this Paragraph 9Section 11, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration Executive understands and recognizes that his services to Company are special and unique and that in the course of his employment hereunder, performing such services Executive will have access to and knowledge of Confidential and Proprietary Information and Executive agrees that that, during the Term and the twelve month period of his immediately following Executive’s separation from employment hereunder and for two years (unless Executive the “Termination Restriction Period”), whether such separation is terminated without Cause in which case this covenant will not apply) thereaftervoluntary or involuntary, he will shall not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity ("Person"): (i) enter into or engage in any business involving the development or commercialization of a catheter lock solution or any other product developed by the Company during the Term or in the process of being developed by the Company at the time of Executive’s separation (the "Business of Company"), (ii) either as an officerindividual for his own account, directoror as a partner, joint venturer, owner, executive, employee, partnerindependent contractor, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representativeprincipal, agent, independent contractor consultant, salesperson, officer, director or otherwise shareholder of such Person, act in any capacity that requires Executive’s intentional or unintentional use of the Confidential and Proprietary Information and/or requires Executive to perform services substantially similar to those performed for the benefit of the Company during the Term, each within the geographic area in which Company does business, which is deemed by the CorporationParties hereto to be the United States and the European Union. Executive acknowledges that, due to terminate his or her relationship with the Corporationunique nature of Company's business, Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of Company. Nothing herein Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; and further notwithstanding the foregoing, nothing contained in this Section 7(a) shall preclude Executive from performing the functions of chief executive or other senior executive, per se, provided such functions do not involve the development, commercialization or sale of a product within the Business of the Company, as defined herein, or the use of the Confidential and Proprietary Information; and further notwithstanding the foregoing, nothing contained in this Section 7(a) shall preclude Executive from becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a "Division") if: (x) investing his funds in securities of an issuer if the securities of such issuer are listed for trading on a national securities exchange Division by which Executive is employed, or are traded to which Executive provides services, is not engaged in the over-the-counter market and Executive’s holdings therein represent less than 2% Business of the total number of shares or principal amount of the securities of such issuer outstandingCompany, or (y) owning securitiesExecutive does not provide services, regardless directly or indirectly, to any other division or operating unit of amountsuch multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a "Competitive Division" and collectively, the "Competitive Divisions") and (z) the Competitive Divisions, in the aggregate, accounted for less than one-third of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary multi-divisional business or enterprise's consolidated revenues for the protection of the Corporationfiscal year, and that each provisionsubsequent quarterly period, and the period prior to Executive's commencement of employment with 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 provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject services to the discretion of such court, remain in full 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 enforceableDivision.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and and, in the event of termination of this Agreement (i) by Executive otherwise than for two years Employer Breach (unless Executive as such term is terminated without defined herein) or (ii) by the Corporations for Cause in which case this covenant will not apply) thereafter(as such term is defined herein), for a further period ending one year after such termination, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, , (1) in all locations in which the Corporation is GST Companies, or any of them, are doing business, and (2) in all locations in respect of which at the Corporation is time of such termination the GST Companies, or any of them, are actively planning for and/or pursuing a business opportunity; (b) for himself , 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 a business opportunity that is not a CLEC, such planning and/or pursuit must have involved material efforts on behalf of any other person, partnership, corporation or entity, call on any customer the part of the Corporation for the purpose GST Companies, or any of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunitythem, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the CorporationGST Companies, or any of them, to terminate his or her relationship with the CorporationGST Companies, or any of them. Nothing herein contained shall be deemed to 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 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the CorporationGST. Executive acknowledges that the provisions of this Paragraph 9 13 are reasonable and necessary for the protection of the CorporationGST 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 provision of this Paragraph 913, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterhereunder, he will not (ai) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry business of operating convenience stores, marketing and distributing petroleum products, or in providing environmental remediation services or any other business in which the Corporation is then engaged as of terminationduring such period, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (bii) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunityCorporation, or (ciii) induce, influence influence, or seek to induce or influence influence, any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to 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 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding. (a) The following business entities shall be excluded from the applicability of this paragraph: Express Oil Services, or (y) owning securitiesL. L. C. and Petroleum Consolidators, regardless of amount, of the Corporation. Inc. Executive acknowledges that the provisions of this Paragraph 9 Section 11 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. In the event that If any provision of this Paragraph 9Section 11, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. (a) In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his her employment hereunder and and, in the event of termination of this Agreement (i) by the Corporation upon Executive becoming Disabled (as that term is defined in Paragraph 13 hereof), (ii) by the Corporation for two years Cause (unless as that term is defined in Paragraph 14 hereof) or (iii) by Executive otherwise than for Employer Breach (as that term is terminated without Cause defined in which case this covenant will not apply) Paragraph 15 hereof), for a further period of six months thereafter, he she will not (ax) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other a directly competitive business in which (as hereinafter defined) to that of the Corporation is engaged as or any of terminationits subsidiaries within the United States of America, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (by) for himself herself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation or any of its subsidiaries for the purpose of solicitingsoliciting away, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunityor its subsidiaries, or (cz) induce, influence or seek to induce or influence solicit any person then engaged as an employee, representative, agent, independent contractor or otherwise by the CorporationCorporation or any of its subsidiaries, to terminate his her or her relationship with the Corporation or any of its subsidiaries. For purposes of this Agreement, the term "directly competitive business" shall mean any business that is then involved in the research, development, manufacturing or commercialization in any way of any product, compound, device or method that is or becomes a part of the Corporation's business or the business of any of its subsidiaries during Executive's employment by the Corporation or any of its subsidiaries. Nothing herein contained in this Agreement shall be deemed to prohibit Executive from (x) investing his her 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 's holdings therein represent less than 210% of the total number of shares or principal amount of the securities of such issuer outstanding, or . (yb) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 8 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. In the event that any provision of this Paragraph 98, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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 enforceableeffect.

Restrictive Covenant. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and and, in the event of termination of this Agreement (i) by Executive otherwise than for Employer Breach (as such term is defined herein) or (ii) by the Corporation for Cause (as such term is defined herein), for a further period ending on the earlier of two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterafter 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 connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, connected (1) in all locations in which the Corporation is GST Companies, or any of them, are doing business, and (2) in all locations in respect of which the Corporation is GST Companies, or any of them, are actively planning for and/or pursuing a business opportunity; (b) for himself , 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 a business opportunity that is not a CAP, such planning and/or pursuit must have involved material efforts on behalf of any other person, partnership, corporation or entity, call on any customer the part of the Corporation for the purpose GST Companies, or any of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunitythem, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the CorporationGST Companies, or any of them, to terminate his or her relationship with the CorporationGST Companies, or any of them. Nothing herein contained shall be deemed to 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 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the CorporationGST. Executive acknowledges that the provisions of this Paragraph 9 11 are reasonable and necessary for the protection of the CorporationGST 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 provision of this Paragraph 911, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration of his employment hereunder, Executive Employee agrees that during the period of his employment hereunder and for two (2) years (unless Executive Employee is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity which could reasonably be considered to be competitive to Airbee Wireless, Inc. that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation has announced it is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation has announced it is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to prohibit Executive Employee 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 ExecutiveEmployee’s holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation. Executive Employee acknowledges that the provisions of this Paragraph 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. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the wireless software and hardware technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to 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, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 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. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration of his employment hereunder, The Executive covenants and agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will he shall not apply) thereafter, he will not (a) directly or indirectly ownindirectly, managewithin the market area of Jersey Shore (defined as an area within fifty (50) miles of any office of Jersey Shore in operation as of the date of termination of the Executive), operateenter into or engage in direct or indirect competition with Penns Woods or Jersey Shore or any subsidiary of Penns Wo▇▇▇ ▇r Jersey Shore, join, control, participate in, invest ineither as an individual on h▇▇ ▇▇n or as a partner or joint venturer, or otherwise be connected withas a director, in any manner, whether as an officer, directorshareholder, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor contractor, lessor or otherwise creditor of or for any person, for a period of three (3) years after the date of termination of his employment; provided however, that this section shall be of no force or effect if and to the extent (a) the Executive is terminated by Penns Woods or Jersey Shore for other than Cause (as defi▇▇▇ ▇n Paragraph 10(c) hereof) or (b) the Executive terminates his employment for Good Reason (as defined in Paragraph 10(e) hereof). 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, partnership or other business entity which is in competition with Penns Woods or Jersey Shore, provided that such ownership ▇▇▇▇esents a passive investment and that neither Executive nor any group of persons controlled by the CorporationExecutive in any way, either directly or indirectly, manages or exercises control of such corporation, partnership or other business entity, guarantees any of its financial obligations, otherwise takes any part in its business, other than by exercising his rights as a shareholder, or seeks to terminate his do any of the foregoing. The existence of any claim or her relationship with cause of action of the CorporationExecutive against Penns Woods or Jersey Shore, whether predicated on this A▇▇▇▇▇ent or otherwise, shall not constitute a defense to the enforcement by Penns Woods or Jersey Shore of this covenant. Nothing herein contained The Execut▇▇▇ ▇grees that any breach of the restrictions set forth in paragraphs 8 and 9 will result in irreparable injury to Penns Woods or Jersey Shore for which it shall have no ad▇▇▇▇▇e remedy at law and Penns Woods and Jersey Shore shall be deemed entitled to prohibit Executive from (x) investing his funds injunct▇▇▇ ▇elief in securities of an issuer if order to enforce 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, or (y) owning securities, regardless of amount, of the Corporationprovisions hereof. Executive acknowledges and understands that the provisions of restrictions placed on his future employment by this Paragraph 9 are paragraph do not prevent him from earning a 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, divisibleliving. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, paragraph shall be deemed contrary to law or invalid or unenforceable in determined by any respect by a court of competent jurisdictionjurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, the remaining provisions it shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect and any invalid and unenforceable provisions shall as to that period of time or geographical area determined to be deemed, without further action on reasonable by the part of the parties hereto, modified, amended and limited to the extent necessary to render the same valid and enforceablecourt. 10.

Restrictive Covenant. In consideration of his employment hereunderAs a material inducement to Purchaser to enter into and perform its obligations under this Agreement, Executive agrees that during ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “Hmielewskis”) agree, jointly and severally, as follows: 7.2.1 For a period of his employment hereunder and for two five (5) years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafterafter the Closing Date, he will not (a) the Hmielewskis shall not, directly or indirectly ownindirectly, alone or in conjunction with any other corporation, firm, partnership, person, venture or other entity, own (except as a holder of an aggregate of not more than two percent (2%) of the outstanding stock of a corporation or partnership whose stock or partnership interests are listed on national securities exchange, the Nasdaq Stock Market or traded over-the-counter), manage, operate, join, control, participate inwork for, invest inpermit the use of his/her name by, or otherwise be connected with, in consult with any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity Person that is engaged in a Beauty Supply Business, or otherwise engage in a Beauty Supply Business, anywhere within the technology industry or in any other business territory presently operated by Corporation as part of the Aerial Beauty Supply Business (including but not limited to the areas, as of the Closing Date, in which the Corporation has distribution rights from manufacturers, and the general market areas served through the Stores and by its outside salespeople, hereafter collectively referred to as the “Territory”). This “Territory” is engaged as well known to the Hmielewskis, but if the scope of terminationthe Territory is not clear to either ▇▇▇▇▇▇▇▇▇▇ who is subject to the restrictions in this paragraph, then that ▇▇▇▇▇▇▇▇▇▇ shall have the duty to get clarification on the scope of the Territory covered from Purchaser before engaging in any behavior that might violate the restrictions in this paragraph. 7.2.2 For a period of one (1) in all locations in which year after the termination from employment from Corporation is doing businessor its successors, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer neither of the Corporation for the purpose of solicitingHmielewskis shall, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representativeconsultant, agentcontractor, officer, owner, director, or otherwise, participate in, provide, supervise, manage or control activities or services on behalf of a Person engaged in a Beauty Supply Business within the Territory that are the same as or similar in function or purpose to the services that such individual provided to the Corporation or the Aerial Beauty Supply Business in the two year period preceding the termination of that individual’s employment (the “Look Back Period”). This paragraph is not intended to prohibit: (i) employment with an independently operated subsidiary, division, or unit of a diversified corporation so long as the independently operated business unit at issue is truly independent contractor or otherwise by the Corporation, to terminate his or her relationship and does not compete in any way with the Corporation. Nothing herein contained shall be deemed to prohibit Executive from Corporation (xor its successor); or (ii) investing his funds in securities a passive and non-controlling ownership 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 a corporation or partnership whose stock or partnership interests are listed on national securities exchange, the total number Nasdaq Stock Market or traded over-the-counter). This paragraph 7.2.2 supplements, and does not replace, shorten, or diminish in any way the restrictions in paragraph 7.2.1. 7.2.3 The covenants contained in paragraphs 7.2.1 and 7.2.2 above shall be deemed to be a series of shares or principal amount separate and severable covenants, one for each relevant county of each state located in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms with the covenants contained in paragraph 7.2.1. If, in any judicial proceeding, a court should refuse to enforce all of the securities separate covenants deemed included in paragraph 7. 2.1 because taken together they cover too extensive a geographic area, then it is intended that those of such issuer outstandingcovenants which, or (y) owning securitiesif eliminated, regardless would permit the remaining separate covenants to be enforced in such proceedings shall, for the purpose of amountsuch proceeding, be deemed eliminated from the provisions hereof. 7.2.4 The covenants contained in paragraph 7.2.1 and 7.2.2 above shall be deemed to be a series of separate and severable covenants, one for each successive month during the terms of said covenants. If, in any judicial proceeding, a court should refuse to enforce all of the Corporation. Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessary for the protection of the Corporation, and that each provision, and the separate covenants because taken together they cover too long a period or periods of time, geographic areas then the last of such covenants in time which, if eliminated, would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions hereof. 7.2.5 Any and types all Proprietary Information which either ▇▇▇▇▇▇▇▇▇▇ heretofore obtained or may hereafter obtain with respect to the conduct and scope details of restrictions on any portion of the activities specified herein areAerial Beauty Supply Business or a Beauty Supply Business as conducted by Purchaser, and are intended to beCorporation, divisible. In the event that any provision of this Paragraph 9Affiliate thereof, including any sentence, clause or part hereoftheir successors, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions held inviolate and shall not be affectedrevealed to any competitor of Corporation or Purchaser or any other Person. Neither ▇▇▇▇▇▇▇▇▇▇ shall make any use of such knowledge or Proprietary Information, but shallexcept for and on behalf of Purchaser, subject Corporation or an Affiliate thereof, or their successors. “Proprietary Information” shall mean knowledge and information, relating to Corporation, or any portion of Aerial Beauty Supply Business or a Beauty Supply Business as conducted by Purchaser, Corporation, any Affiliate thereof or their successors, which: (i) is not generally available to the discretion of such courtpublic; (ii) gives or may give any competitive advantage to Corporation, remain in full force and effect and Purchaser, any invalid and unenforceable provisions shall be deemed, without further action on the part of the parties hereto, modified, amended and limited Affiliate thereof or their successors with respect to the extent necessary operation of any Beauty Supply Business; or (iii) if disclosed, could give any advantage to render the same valid and enforceablea competitor of Corporation, Purchaser, any Affiliate thereof or their successors, or could otherwise be deleterious to Corporation’s or Purchaser’s ownership or operation of a Beauty Supply Business.

Restrictive Covenant. In consideration of his employment hereunderthe Corporation's entering into this Agreement, Executive agrees that during the period of his employment hereunder and for two years Restricted Period (unless Executive is terminated without Cause in which case this covenant will not applyas hereinafter defined) thereafter, he she will not (ai) directly or indirectly own, manage, operate, join, advise, control, participate in, invest in, finance, lend money to, guarantee the debts or obligations of or otherwise be connected with, in any manner, whether as an officer, director, employee, stockholder, partner, investor venturer, investor, agent, broker, lender, guarantor or otherwise, any business entity that is engaged (a) in the technology industry design, development, construction or in any operation of alternate access or other business in which telecommunications networks within or without the Corporation is engaged as United States of termination, America (1) in all locations in which any of the Corporation is GST Companies are doing businessbusiness at the time of such termination, and (2) in all locations in respect of which any of the Corporation is GST Companies are actively planning for and/or pursuing a business opportunity; opportunity at the time of such termination, whether or not the Corporation theretofore has submitted any bids (the locations referred to in clauses (1) and (2) above being hereinafter referred to as the "Restricted Locations"), (b) in the business of providing long distance or other telecommunications services, including, without limitation, reseller services, in any Restricted Locations or (c) in any other business engaged in by any of the GST Companies in any Restricted Locations on the date of termination of Executive's employment; (ii) for himself herself or on behalf of any other person, partnership, corporation or entity, directly or indirectly or by action together with others call on any customer of the Corporation in the Restricted Locations for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, Corporation; or (ciii) directly or indirectly induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, consultant, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the CorporationCorporation or retain such person. Nothing contained herein contained shall be deemed to prohibit Executive from (x) investing his funds her funds, solely on a passive basis, 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 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding. For the purposes of this Paragraph 8, the term Restricted Period shall mean the period commencing on the date hereof and ending on the earlier of September 30, 1998 or the date of termination of Executive's employment hereunder; provided, however, that if Executive's employment hereunder is terminated prior to September 30, 1998 by the Corporation for Cause (as hereinafter defined) or by Executive otherwise than for Employer Breach, and (x) such termination occurs on or before March 31, 1998, then the Restricted Period shall end one year after such termination, or (y) owning securitiesif such termination occurs on or after April 1, regardless of amount1998, of then the CorporationRestricted Period shall end six months after such termination. Executive acknowledges that the provisions of this Paragraph 9 8 are reasonable and necessary for the protection of the CorporationCorporation and are essential to the willingness of the Corporation to employ Executive, 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 provision of this Paragraph 98, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and and, in the event of termination of this Agreement (i) by Executive otherwise than for two years Employer Breach (unless Executive as such term is terminated without defined herein) or (ii) by the Corporation for Cause in which case this covenant will not apply) thereafter(as such term is defined herein), for a further period ending one year after such termination, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the technology industry 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 Corporation is GST Companies, or any of them, are engaged as during such period (each, a "Competing Business"), within the United States of termination, America (1) in all locations in which the Corporation is GST Companies, or any of them, are doing business, and (2) in all locations in respect of which at the Corporation is time of such termination 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 Competing Business is in competition with a business of the GST Companies that has commenced operations, the revenues from such business of the GST Companies must have represented at least 10% of the combined revenues of the GST Companies during the 12-month period preceding such termination of this Agreement. For the purposes of this Agreement, the GST Companies will be deemed to be "actively planning and/or pursuing a business opportunity," if any such opportunity is at a given point in time under active consideration by management of one or more of the GST Companies and the GST Companies have expended not less than $100,000 in connection with such opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation GST Companies for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, GST Companies; or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, agent or independent contractor or otherwise by the CorporationGST Companies, or any of them, to terminate his or her relationship with the CorporationGST Companies, or any of them. Nothing herein contained shall be deemed to 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 's holdings therein represent less than 2% of the total number of shares or principal amount of the securities of such issuer outstanding, or (y) owning securities, regardless of amount, of the CorporationGST. Executive acknowledges that the provisions of this Paragraph 9 13 are reasonable and necessary for the protection of the CorporationGST 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 provision of this Paragraph 913, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration of his employment hereunder, Executive agrees that during the period of his employment hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the short range wireless software and hardware technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to 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, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 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. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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. In consideration of his employment this agreement hereunder, Executive agrees that during the period of his employment this agreement hereunder and for two years (unless Executive is terminated without Cause in which case this covenant will not apply) thereafter, he will not (a) directly or indirectly own, manage, operate, join, control, participate in, invest in, or otherwise be connected with, in any manner, whether as an officer, director, employee, partner, investor or otherwise, any business entity that is engaged in the wireless software and hardware technology industry or in any other business in which the Corporation is engaged as of termination, (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity; (b) for himself or on behalf of any other person, partnership, corporation or entity, call on any customer of the Corporation for the purpose of soliciting, diverting or taking away any customer from the Corporation (1) in all locations in which the Corporation is doing business, and (2) in all locations in respect of which the Corporation is actively planning for and/or pursuing a business opportunity, or (c) induce, influence or seek to induce or influence any person engaged as an employee, representative, agent, independent contractor or otherwise by the Corporation, to terminate his or her relationship with the Corporation. Nothing herein contained shall be deemed to 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, or (y) owning securities, regardless of amount, of the Corporation. Executive acknowledges that the provisions of this Paragraph 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. In the event that any provision of this Paragraph 9, including any sentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not be affected, but shall, subject to the discretion of such court, remain in full 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.