Common use of Restrictive Covenants Clause in Contracts

Restrictive Covenants. During the period of time the Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”), the Executive shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During If the employment of the Employee is terminated for any reason (including voluntary resignation), then the Employee agrees that for a period of time the Executive is employed by EVERYWARE and for a six month period thereafter two (the “Restricted Period”)2) years thereafter, the Executive shall he will not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): : (i) engage in alone or otherwise participate in any business which competes with EVERYWARE’s Business; for his own account, or (ii) become as a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, advisor, or agent of any partnership or joint venture, or as a trustee, officer, director, consultantshareholder, employee, advisor, or creditor agent of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Periodcorporation, the Executive shall nottrust, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE organization or any of its subsidiariesentity, in order to induce or attempt to induce such customerencourage, suppliersupport, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiariesfinance, be engaged in, interested in, or in concerned with any way materially interfere with business having an office or being conducted within a radius of fifty (50) miles of any funeral home or cemetery business owned or operated by the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE Company or any of its subsidiaries at the time of such termination, which business is directly or indirectly in competition with the business of the Company or any such subsidiary; (including ii) induce or assist anyone in inducing in any disparaging statements about EVERYWARE way any employee of the Company or any of its subsidiaries).subsidiaries to resign or sever his or her employment or to breach an employment contract with the Company or any such subsidiary; or (ciii) own, manage, advise, encourage, support, finance, operate, join, control, or participate in the ownership, management, operation, or control of or be connected in any manner with any business which is or may be in the funeral, mortuary, crematory, cemetery or burial insurance business or in any business related thereto within a radius of fifty (50) miles of any funeral home or cemetery business owned or operated by the Company or any of its subsidiaries at the time of such termination. The Restricted Period foregoing covenants shall not be tolled during held invalid or unenforceable because of the scope of the territory or actions subject hereto or restricted hereby, or the period of time within which such covenants respectively are operative, but the maximum territory, the action subject to such covenants and the period of time they are enforceable are subject to any violation of this section determination by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive final judgment of any tolling of court which has jurisdiction over the Restricted Periodparties and subject matter. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. (a) Covenant Not to Compete. ----------------------- (i) During the period Employment Period and until (A) the expiration of time the then-current remaining term of this Agreement, in the event the Executive is employed terminated by EVERYWARE and the Company for a six month period thereafter Cause or the Executive voluntarily resigns other than for Good Reason or (B) the expiration of the Severance Period, if the Executive is terminated by the Company without Cause or resigns for Good Reason (the “"Restricted Period”"), the Executive shall will not, within any geographical area in which the Company or any of its subsidiaries, affiliates or owner-operators conducts business, directly or indirectlyindirectly own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any state manner with, any entity that engages in the bulk transportation services business or any related service in the bulk transportation services industry in which the Company or any of its subsidiaries is engaged on the date of the United States or in Canada or Mexico Executive's termination of employment (the “Prohibited Area”): "BTS Business"), except that the Executive shall be allowed to invest his assets in the securities of public companies engaged in the BTS Business if such holdings are passive investments which do not involve the Executive's holding with respect to any such entity the position of officer, director, employee, consultant or general partner, or owning directly or indirectly two percent (i2%) engage in or otherwise participate in more of the stock, whether voting or not, of any business such entity, and which competes with EVERYWARE’s Business; do not involve the Executive becoming a secured or unsecured creditor of any such entity. (ii) become At its sole option, the Company may extend by a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor period of up to one year the Restricted Period applicable under Sections 7(a)(i) and (iii) hereof by providing to the Executive the severance payments and benefits referred to in Section 6(d)(i)-(ii) hereof for the duration of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Businesssuch extended period. The Company shall notify the Executive if it wishes to exercise this option not later than 90 days prior to the expiration of the then-current Restricted Period. (aiii) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage agrees to leave refrain from interfering with the employment of EVERYWARErelationship between the Company, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year its subsidiaries and its affiliates and their respective employees, members of the date that Executive ceases Company's "Affiliate Program" (as defined in the Merger Agreement) or other independent owner/operators by soliciting any of such individuals to be employed by EVERYWARE. (b) During the Restricted Periodparticipate in independent business ventures, and the Executive shall not call on, agrees to refrain from soliciting business from any client or solicit any customer, supplier, independent contractor or other business relationship prospective client of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE Company or any of its subsidiaries (including or affiliates for the Executive's benefit or for any disparaging statements about EVERYWARE entity in which the Executive has an interest or any of its subsidiaries)is employed. (iv) In the event of a knowing, willful and material breach of the restrictive covenants set forth in this Section 7(a), the Company shall have the right, in its sole discretion, and in addition to its right of enforcement under Section 8 hereof and any other right of enforcement or recovery available to the Company at law or equity or under this Agreement, to (a) suspend or cancel the Executive's right to exercise the New Options (whether or not then otherwise exercisable), (b) suspend or cancel the Executive's pending right to receive an issuance of shares in settlement of any New Option exercise, and/or (c) The Restricted Period shall be tolled during either (1) cancel the period shares issued upon exercise of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition New Options (with EVERYWARE. EVERYWARE shall provide written notice repayment to the Executive of any tolling of the Restricted Period. full purchase price paid for such shares) or (d2) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received the Company in cash an amount equal to the gain realized by the Executive as the result upon exercise of any transaction constituting a breach New Option; provided, however, that the foregoing shall not apply to any New Options exercised more than six months prior to the date of any termination of the Restrictive Covenantsemployment. The Company shall provide at least five days advance notice and opportunity to cure before exercising this right.

Restrictive Covenants. During (a) In consideration of the period of time the Company entering into this Agreement with Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)hereby promising and committing itself to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, the Executive shall not, directly or indirectly: (i) at any time during or after the Employment Term, in disclose any state Confidential Information pertaining to the business of the United States Company, the Sponsor Group, or any of their respective Affiliates, except when required to perform his duties to the Company or one of its Affiliates, or by law or judicial process, provided that Executive gives the Company reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in Canada or Mexico writing to: (ii) at any time during the Employment Term and for a period of twenty-four (24) months thereafter (the “Prohibited AreaNon-Compete Period”): (i) engage in ), directly or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become indirectly, act as a partnerproprietor, shareholderinvestor, memberdirector, other owner or equity holder, principal, agent, trusteeofficer, employee, directorsubstantial stockholder, consultant, or creditor partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or (iii) at any time during the Employment Term and for a period of twenty-four (24) months thereafter, directly or indirectly (A) solicit customers or clients of the Company or any of its Affiliates to terminate their relationship with the Company or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of the Company or any of its Affiliates, or (B) solicit or offer employment to any person who is, or entity who engages has been at any time during the twelve (12) months immediately preceding the termination of Executive’s employment, employed by the Company or otherwise participates any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of this Section 8(a), (A) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates that are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (I) is not a controlling person of, or a member of a group which competes with EVERYWARE’s Business. controls, such Person and (aII) During the Restricted Period, the Executive shall does not, directly or indirectly, knowingly solicit own 5% or encourage to leave more of any class of securities of such Person, and (B) Section 8(a)(ii) shall not be violated by reason of any exercise of tag-along rights under the employment of EVERYWARESale Participation Agreement, any employee of EVERYWARE by and between the Company (and related parties) and Executive (the “Sale Participation Agreement”) or hire any employee of EVERYWARE for a period of one year of Drag Transaction (as defined in the Sale Participation Agreement) that may occur after the date that Executive ceases to be employed by EVERYWAREhereof. (b) During Notwithstanding clause (a) above, if at any time a court holds that the Restricted Periodrestrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive shall not call onhas had access to Confidential Information, the Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or solicit threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any customer, supplier, independent contractor or other business relationship court of EVERYWARE or any of its subsidiaries, competent jurisdiction for specific performance and/or injunctive relief in order to induce enforce, or attempt to induce such customerprevent any violations of, supplier, independent contractor the provisions hereof (without the posting of a bond or other business relationship security). Notwithstanding the foregoing, in the event Executive breaches the covenants set forth in this Section 8, the Company’s rights and remedies with respect Executive’s Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder’s Agreement, by and between the Company (and related parties) and Executive (the “Management Stockholder’s Agreement”) shall be limited to cease doing business with EVERYWARE or any those set forth in Section 22(c) of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)Management Stockholder’s Agreement. (c) The Restricted Period For purposes of this Agreement, the terms listed below shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equitydefined as follows: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. Executives understand the global nature of the Employer's businesses and the effort the Employer undertakes to develop and protect their business and their competitive advantage. Accordingly, Executives recognize and agree that the scope and duration of the restrictions described in the Plan are reasonable and necessary to protect the legitimate business interests of the Employer. Notwithstanding anything in the Plan to the contrary, all Severance Benefits of Executives covered under this Appendix C are conditioned expressly on the Executive's compliance with each of the restrictive covenants of this Section C.6. During the period of time the Executive is employed by EVERYWARE an Executive's employment and for a six month period thereafter (of two years following the “Restricted Period”)Executive's termination of employment, the Executive shall not: (a) singly, jointly, or in any other capacity, in a manner that contributes to any research, technology, development, account, trading, marketing, promotion, or sales and that relates to the Executive's employment with an Employer, directly or beneficially, manage, join, participate in the management, operation or control of, or work for (as an employee, consultant or independent contractor), or permit the use of his name by, or provide financial or other assistance to, any options exchange regulated by the SEC or alternative trading system that directly competes with an Employer, without the express written approval of the Chief Executive Officer and Chairman of the Board of the Corporation; (b) provide any service or assistance that (i) is of the general type of service or assistance provided by the Executive to the Employer, (ii) relates to any technology, account, product, project or piece of work with which the Executive was involved during his or her employment, and (iii) contributes to causing an entity to come within the definition described in Section C.6(a) above; (c) solicit or accept if offered to the Executive, with or without solicitation, on his or her own behalf or on behalf of any other person, the services of any person who is a then-current employee of the Employer (or was an employee of the Employer during the year preceding such solicitation), nor solicit any of the Employer's then-current employees (or an individual who was employed by or engaged by the Employer during the year preceding such solicitation) to terminate employment or an engagement with the Employer, nor agree to hire any then-current employee (or an individual who was an employee of the Employer during the year preceding such hire) of the Employer into employment with the Executive or any company, individual or other entity; (d) directly or indirectly divert or attempt to divert from the Employer any business in which the Employer has been actively engaged during the Executive's employment, nor interfere with the relationships of the Employer or with their sources of business; or (e) directly or indirectly, in make any state statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame or disparage the business reputation, practices, or conduct of the United States Corporation, its employees, directors, or officers. The Executive acknowledges and agrees that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to the news media, investors, potential investors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and customers. Nothing in Canada this Section C.6 shall prohibit or Mexico (the “Prohibited Area”): (i) engage in restrict an Executive who is licensed to practice law from providing legal advice and counseling, or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partnerother advice and counseling incidental thereto, shareholder, member, other owner or equity holder, principal, agent, trusteeas an officer, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiariesotherwise, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section an options exchange regulated by the Executive SEC or any period when the Executive takes significant and material steps towards developing a business plan for a business alternative trading system that is in competition directly competes with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Periodan Employer. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During It is mutually recognized and agreed that the period services to be rendered pursuant to this Agreement by Employee are special, unique and of time extraordinary character. Therefore, as a condition to Company’s obligations hereunder, Employee agrees that without Company’s prior written consent, during the Executive is employed by EVERYWARE term of this Agreement and for a six month period thereafter (ending on the “Restricted Period”)first anniversary of the date of termination of his employment hereunder, the Executive shall notwhether for Cause or otherwise, he will not in any manner, directly or indirectly, in solicit or induce any state person who is or was, during the six (6) month period preceding such solicitation or inducement, an employee or agent of Company, the United States Bank or in Canada any affiliate thereof, to terminate such person’s employment or Mexico (agency relationship with Company, the “Prohibited Area”): (i) engage in Bank, or otherwise participate in such affiliate, as the case may be, or solicit or induce any business which competes with EVERYWARE’s Business; customer of Company, the Bank or (ii) any affiliate thereof, to become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor customer of any person, firm, partnership, corporation, trust or other entity that owns, controls or is a bank, savings and loan association, credit union, investment advisor or similar financial institution. Furthermore, Employee will at no time during or subsequent to the term of his employment by Company make any statements or take any actions which could reasonably be expected to damage the reputation or business of Company, the Bank or any affiliate thereof. 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 who engages which may hereafter acquire the business of Company or otherwise participates the Bank. The foregoing notwithstanding, should the assets of Company he disposed of in any business which competes with EVERYWARE’s Business. (a) During the Restricted Periodsuch a manner that no purchaser thereof has acquired a going business, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive then Employee shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section bound by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained covenants expressed in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREparagraph. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (a) In the event of termination of Employee’s employment other than Involuntary Termination, Employee shall not, for a period of time 6 months from the Executive is employed by EVERYWARE and for a six month period thereafter date of termination (the “Restricted Periodnon-compete period”), the Executive shall notbe employed or act in any capacity, either directly or indirectly, or by or for himself or for any partnership, corporation, trust, or company, “Participate” (as defined below) in any state of the United States banking, lending or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate financial services business in any county in Washington in which Timberland Bank has offices or conducts its business which competes with EVERYWARE’s Business; at the time of termination of employment. For purposes of this Agreement, the term “participate” includes, without limitation, any direct or (ii) become a partnerindirect interest in any business, shareholderwhether as an employee, member, other owner or equity holder, principal, agent, trustee, employeeofficer, director, partner, consultant, sole proprietor, stockholder, owner, or creditor otherwise. “Participate” as used herein does not include ownership of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. less than one percent (a1%) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWAREstock of a publicly held corporation whose stock is traded on a national securities exchange or on the over-the-counter market. (b) During In addition Employee agrees that for the Restricted Period, non-compete period he will not (a) induce or attempt to induce any other employee of the Executive shall not call onCompany 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, independent contractor licensee, or other business relationship relations of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship the Company to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)Company. (c) The Restricted Period Employee agrees that in the event of violation by Employee of this covenant not to compete, then all payments and benefits, if any, to Employee shall immediately cease. Employee acknowledges that obligations under this Agreement are important to the Company, and 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 tolled during difficult to measure and financial relief will be incomplete. Accordingly, the period Company will be entitled to injunctive relief and other equitable remedies in the event of a breach of any violation obligation under this Agreement. The rights and remedies of the Company under this section by the Executive 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 period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling portion of the Restricted Periodrestrictive 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) If It is agreed between the Executive breaches, or threatens to commit a breach of, any of the provisions contained parties that this Agreement in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceableits entirety, and all of which rights in particular the restraints imposed herein upon Employee, are reasonable both as to time and remedies shall be in addition to, and not in lieu of, any other rights and remedies available as to EVERYWARE under law or in equity: area. The parties additionally agree (i) The right that the restraints imposed herein upon Employee are necessary for the protection of the business and remedy goodwill of the Company, (ii) that the restraints imposed herein upon Employee are not any greater than are reasonably necessary to have secure the Restrictive Covenants specifically enforced business of the Company and the goodwill thereof; and (without posting any bondiii) by any court having equity jurisdiction, including, without limitation, that the right degree of injury to an entry against the Executive public due to the loss of restraining orders the service and injunctions (preliminary, mandatory, temporary, skill of Employee upon enforcement of said restraints does not and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREwarrant nonenforcement of said restraints. (iie) The right This section shall survive the termination of this Agreement. (f) By signing this Agreement, the Employee acknowledges and remedy agrees that the noncompetition provisions in this Section have been communicated and disclosed to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive CovenantsEmployee in compliance with ▇▇▇▇▇▇▇▇▇▇ ▇▇ 1450.

Restrictive Covenants. During In order to protect the period business interests and goodwill of time the Company and the Company Affiliates, Executive covenants and agrees that: 5.1. during the Term of Employment and, in the event Executive’s employment is employed terminated by EVERYWARE and the Company for a six month period thereafter (Cause or by Executive without Good Reason, also the “during the Restricted Non-Compete Period”), the Executive shall not, either on Executive’s own account or for or in association with any other Person, directly or indirectly, be employed by, involved in or with or engaged in or with, in any state of the United States or in Canada or Mexico way (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a including, without limitation, as an employee, officer, director, contractor, consultant, member, trustee, partner, shareholder, memberlender or owner), other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During Competitor operating within the Restricted Geography with respect to the Restricted Business; 5.2. during the Term of Employment and during the Restricted Non-Solicitation Period, the Executive shall not, either on Executive’s own account or for or in association with any other Person, directly or indirectly, knowingly (i) canvass, solicit, approach or seek out or cause to be canvassed, solicited, approached or sought out any Customer for orders or instructions in relation to the Restricted Business or any Competitor; (ii) induce any Customer to cease, reduce or otherwise limit or interfere with any Customer’s business with the Company or any Company Affiliate or adversely vary the terms upon which any Customer’s business is conducted with the Company or with any Company Affiliate; or (iii) do business with or for any Customer in relation to the Restricted Business; 5.3. during the Term of Employment and during the Restricted Non-Solicitation Period, Executive shall not, either on Executive’s own account or for or in association with any other Person, directly or indirectly, (i) solicit or encourage endeavor to leave the employment of EVERYWARE, entice away any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. Company Employee; (bii) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce any Company Employee to breach any contract of employment with the Company (or any Company Affiliate) or to terminate the Company Employee’s employment relationship with the Company of any Company Affiliate; (iii) induce or attempt to induce any Company Employee to do anything which Executive is restricted from doing under the terms of this Agreement or (iv) recruit, hire or employ or aid others to recruit, hire or employ any Company Employee; provided that any subsequent employer of Executive shall not be prohibited, during the Restricted Non-Solicitation Period, from making general solicitations for employment or from engaging search or recruiting firms that are not instructed to target Company Employees, or from hiring any individual responding to such customergeneral solicitations or search or recruiting firms; and 5.4. during the Term of Employment and after the Termination Date, supplierExecutive shall not make any disparaging, independent contractor untrue, negative, derogatory or defamatory remarks concerning the Company (or any Company Affiliate) or its (or their respective) officers, managers, members, partners, equityholders, directors, or employees, reputations, or business practices at any time. For avoidance of doubt, nothing in this provision is intended to prevent or inhibit lawful competition, the provision of truthful testimony as required by court order or other business relationship to cease doing business with EVERYWARE or any of its subsidiarieslegal process, or participating in good faith in any way materially interfere with investigation by an administrative agency or governmental agency. Executive covenants and agrees that the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation terms of this section by Paragraph 5 are fair, reasonable in scope given the Executive or any period when highly competitive and global business in which the Executive takes significant Company and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of Company Affiliates are engaged and given Executive’s high-level role within the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights Company and remedies, each of which rights and remedies shall be independent of the other and severally enforceableCompany Affiliates, and all of which rights necessary to protect the Company’s and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdictionCompany Affiliates’ legitimate interests, including, without limitation, the right protection of Confidential Information, relationships with and investments in Customers, goodwill and the training and education provided to an entry against employees. Executive further acknowledges that the Company would not have entered into this Agreement with Executive or provided the consideration herein without Executive’s agreement to the obligations in this Agreement, specifically including the obligations in this Paragraph 5. Executive further covenants and agrees that the geographic, length of restraining orders term and injunctions (preliminarytypes of activities restrictions contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company and the Company Affiliates because of the scope of the Company’s and the Company Affiliates’ businesses. Executive agrees that if any one or more of the terms, mandatoryprovisions, temporarycovenants or restrictions in this Paragraph 5 shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable in whole or in part, the remainder of the terms, provisions, covenants and restrictions in this Paragraph 5 shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach court ruling shall not affect the enforcement of this Agreement in any other jurisdiction. Executive further agrees that if any one or threatened breach will cause irreparable harm more of the terms, provisions, covenants or restrictions contained in this Agreement shall for any reason be determined by a court of competent jurisdiction to EVERYWARE be excessively broad as to duration, geographical scope, activity or subject matter, it shall be reformed and revised to the extent necessary to protect the applicable legitimate business interests of the Company and the Company Affiliates, or otherwise construed and enforced to the maximum extent compatible with applicable law. Executive acknowledges that the offer of employment by the Company, or any other consideration offered for signing this Agreement, is sufficient consideration for Executive’s agreement to the restrictive covenants set forth in this Paragraph 5, and that money damages will not provide adequate remedy each Company Affiliate is an intended third-party beneficiary of such covenants with a separate and independent right to EVERYWAREenforce the same. Executive agrees that Executive’s signing of an employment agreement containing the restrictive covenants set forth herein was a condition precedent to Executive’s continued employment with the Company. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. (a) During the period of time the Executive is employed by EVERYWARE Term and for a six month period thereafter of one (the “Restricted Period”), the Executive 1) year after termination of your employment hereunder you shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in solicit, induce or otherwise participate in cause any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person individual or entity who engages with whom the Company had a business relationship to reduce or otherwise participates in terminate such Person’s business relationship with the Company or any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive of its affiliates or its successors or assigns; and you shall not, directly or indirectly, knowingly solicit approach any such individual or encourage to leave entity for any such purpose, or authorize or assist in the employment taking of EVERYWAREany of such actions for any such purpose or authorize or assist in the taking of any such actions by any individual or entity, (ii) engage in any Restricted Activity, (iii) acquire, or own in any manner, any employee interest in any entity that engages in any Restricted Activity, or that engages in any business, activity or enterprise that competes with any aspect of EVERYWARE any of Restricted Activity, or hire (iv) be interested in (whether as an owner, director, officer, partner, member, manager, joint venturer, lender, shareholder, vendor, consultant, employee, advisor, agent, independent contractor or otherwise), or otherwise participate in the management or operation of, any employee entity that engages in any Restricted Activity or in any business, activity or enterprise that competes with any Restricted Activity; provided, however, that this Section 10(a) shall not apply to the ownership of EVERYWARE for a period of one year less than five percent (5%) of the date outstanding stock of any Person who has a class of securities that Executive ceases to be employed by EVERYWAREis publicly traded. (b) During the Restricted PeriodTerm and for a period of one (1) year after termination of your employment hereunder you shall not, directly or indirectly (i) hire or offer employment to or seek to hire any employee of the Executive shall not call onCompany or any successor or affiliate thereof, unless the Company first terminates the employment of such employee or gives its written consent to such employment or offer of employment, (ii) induce, solicit, persuade or encourage (or in any manner attempt to induce, solicit, persuade or encourage), or solicit cause or authorize any customerother individual or entity to induce, suppliersolicit, independent contractor persuade or other business relationship of EVERYWARE encourage, any such employee or any other such employee of its subsidiariesthe Company or any successor or affiliate thereof, to leave the employ of his or her employer, (iii) induce, solicit, persuade or encourage (or in order to induce or any manner attempt to induce such customerinduce, suppliersolicit, independent contractor persuade or encourage), or cause or authorize any other business relationship individual or entity to cease induce, solicit, persuade or encourage, any individual or entity to cease, diminish or not commence doing business with EVERYWARE the Company or any of its subsidiaries, successor or in any way materially interfere with affiliate thereof or (iv) disparage the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE Company or any of its subsidiaries (including successor or affiliate thereof or the business in which the Company is engaged to any disparaging statements about EVERYWARE individual or any of its subsidiaries)entity. (c) The Restricted Period shall be tolled during the period of any violation For purposes of this section by Section 10, the Executive or term “Restricted Activity” means any period when the Executive takes significant and material steps towards developing a business plan for a business activity that is in competition competitive with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy any aspect of the business in which the Company is engaged (1) as operated prior to have the Restrictive Covenants specifically enforced date of this Agreement or (without posting any bond2) as contemplated by any court having equity jurisdictionthe Company to be operated in the future as of the date of this Agreement, includingin each case, without limitationanywhere in the world where the Company’s business may be conducted from time to time, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require any business in which the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of Company and/or any of its affiliates are engaged or planning to be engaged in as of the Restrictive CovenantsStart Date or as of the Termination Date.

Restrictive Covenants. During The Employee acknowledges and recognizes that during the Employment Period he will be privy to Confidential Information and further acknowledges and recognizes that the Company would find it extremely difficult to replace the Employee. Accordingly, in consideration of the premises contained herein and the consideration to be received by the Employee hereunder (including, without limitation, the Severance Compensation), without the prior written consent of the Company, the Employee shall not, at any time during the employer/employee relationship between the Company and the Employee and for the period of time beginning with the Executive is employed termination of such employer/employee relationship for any reason (including by EVERYWARE the Employee for Good Reason and or by the Company for Cause) and the date on which the final payment of Severance Compensation would have been made to the Employee by the Company if such termination had been a six month period thereafter Termination Without Cause, (the “Restricted Period”), the Executive shall not, i) directly or indirectlyindirectly engage in, represent in any way, or be connected with, any Competing Business directly competing with the business of the Company or any subsidiary or affiliate thereof within any state in which the Company or any such subsidiary or affiliate transacts business, 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 in the manner described in clause (i) above; (iii) induce or solicit individuals who are, or were at any time in the preceding twelve months, employees of the Company or any subsidiary or affiliate thereof to terminate their employment with the Company or any such subsidiary or affiliate or to engage in any Competing Business, or hire, or induce or solicit (or assist others to hire or induce or solicit) the hiring of, individuals then employed, or employed at any time in the preceding twelve months, by the Company or any subsidiary thereof; or (iv) induce any entity or person with which the Company or any subsidiary or any affiliate thereof has a business relationship to terminate or alter such business relationship. As used herein, “Competing Business” shall mean any business involving the sale of products in any city or county in any state of the United States if such business or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall notproducts sold by it are competitive, directly or indirectly, knowingly solicit or encourage to leave at the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year time of the date that Executive ceases to be employed by EVERYWARE. Termination of Employment with (bA) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. Company, (dB) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”)products manufactured, EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law sold or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received distributed by the Executive as Company or (C) any products or business being developed or conducted by the result of any transaction constituting a breach of any of the Restrictive CovenantsCompany.

Restrictive Covenants. During In consideration of the period of time foregoing, the Executive is employed by EVERYWARE Employee agrees that the Employee shall not directly or indirectly: (a) for the Employment Period and for a period of one (1) year following the date of termination of Employee's employment by the Company, except in the case of a termination without cause in which such case for a period of six month period thereafter (6) months (the “Restricted "Noncompete Period”"), the Executive shall not, directly or indirectly, alone or as a partner, joint venturer, officer, director, manager, employee, consultant, agent, independent contractor, or security holder, of any company or business, engage in, be involved with, or finance, or provide financial assistance with respect to, any business engaged in the design, development, marketing, manufacture, production, distribution or sale of any state products or the provisions of any services which are the same as or competitive with the HF Radio products or services which the Communications Division was designing, developing, marketing, manufacturing, producing, distributing, selling or providing at the time of, or for the six month period prior to, termination of Employee's employment with the Company (the "Business") in the United States and any other country or territory in Canada which the Communications Division was doing business at the time of, or Mexico for the six month period prior to, termination of Employee's employment with the Company (the “Prohibited Area”): "Territory"); provided, however, that the beneficial ownership of less than five percent (i5%) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person class of securities of any entity having a class of equity securities actively traded on a national securities exchange or entity who engages or otherwise participates over-the-counter market shall not be deemed, in any business which competes with EVERYWARE’s Business.and of itself, to violate the prohibitions of this Section; (ab) During during the Restricted Noncompete Period, the Executive shall not, directly or indirectly, knowingly (i) induce any customer of the Communications Division to patronize any business which is directly or indirectly in competition with the Business conducted by the Communications Division; (ii) canvass, solicit or encourage to leave the employment of EVERYWARE, accept from any employee of EVERYWARE or hire any employee of EVERYWARE for Person which is a period of one year customer of the date that Executive ceases to be employed Business conducted by EVERYWARE. the Communications Division any such competitive business; or (biii) During the Restricted Period, the Executive shall not call on, request or solicit advise any customer, supplier, independent contractor customer or other business relationship of EVERYWARE the Business conducted by the Communications Division to withdraw, curtail, decrease or cancel any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing person's business with EVERYWARE the Communications Division or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries).successors; and (c) The Restricted Period shall be tolled during the period of Noncompete Period, directly or indirectly, employ any violation of this section person who was employed by the Executive Communications Division or in any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice manner seek to the Executive of induce any tolling employee of the Restricted PeriodCommunications Division to leave his or her employment. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During Executive agrees to fully comply with the period of time the Executive is employed by EVERYWARE and for a six month period thereafter covenants set forth in this Section 11 (the “Restricted PeriodRestrictive Covenants”). Executive further acknowledges and agrees that the Restrictive Covenants are reasonable and necessary to protect the Company’s legitimate business interests, including its Proprietary Information (as defined in the Executive shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (iProprietary Rights Agreement) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Businessand goodwill. (a) During the term of Executive’s employment with the Company, and for a period of one year immediately following the termination of such employment (the “Non-Competition Restricted Period”), the Executive shall will not, directly or indirectly, knowingly solicit for Executive’s own benefit or encourage for the benefit of any other individual or entity other than the Company: (i) operate, conduct, or engage in, or prepare to leave operate, conduct, or engage in the employment Business (as defined below), (ii) own, finance, or invest in (except as the holder of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of not more than one year percent of the date outstanding stock of a publicly-held company) any Business, or (iii) participate in, render services to, or assist any person or entity that engages in or is preparing to engage in the Business in any capacity (whether as an employee, consultant, contractor, partner, officer, director, or otherwise) (x) which involves the same or similar types of services Executive ceases performed for the Company at any time during the last two years of Executive’s employment with the Company or (y) in which Executive could reasonably be expected to be employed by EVERYWAREuse or disclose Proprietary Information, in each case (i), (ii), or (iii) in the Restricted Territory (as defined below). (b) During the term of Executive’s employment with the Company, and for a period of one year immediately following the termination of such employment for any reason (the “Non-Solicitation Restricted Period”), Executive will not, directly or indirectly, for Executive’s own benefit or for the Executive shall not call onbenefit of any other individual or entity: (i) employ or hire any Company Personnel (as defined below) in any capacity (whether as an employee, contractor, consultant or otherwise); (ii) solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor solicit for employment or other business relationship to cease doing business with EVERYWARE or hire any of its subsidiaries, or Company Personnel in any way materially capacity; (iii) entice or induce any Company Personnel to leave his or her or their employment with the Company; or (iv) otherwise negatively interfere with the Company’s relationship between with any customerCompany Personnel. Notwithstanding the foregoing, supplier, independent contractor a general solicitation or business relationship and EVERYWARE or advertisement for job opportunities that Executive may publish without targeting any Company Personnel shall not be considered a violation of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiariesSection 11(b)(ii). (c) The During the Non-Solicitation Restricted Period shall be tolled during Period, Executive will not, directly or indirectly, for Executive’s own benefit or for the period benefit of any violation of this section other individual or entity: (i) solicit business from, or offer to provide products or services that are similar to any product or service provided or that could be provided by the Executive Company or that are otherwise competitive with the Business to, any period when Company Customer (as defined below); (ii) cause or encourage any Company Customer to reduce or cease doing business with the Executive takes significant and material steps towards developing a business plan for a business that is in competition Company, or (iii) otherwise negatively interfere with EVERYWARE. EVERYWARE shall provide written notice to the Executive of Company’s relationships with any tolling of the Restricted PeriodCompany Customer. (d) If the Executive breaches, or threatens to commit a breach of, At any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitationtime, the right Company may in its sole discretion elect to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened waive any or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any part of the Restrictive Covenants, provided any such waiver is expressly agreed to in writing by the Board of Directors.

Restrictive Covenants. During the period of time the Executive is employed by EVERYWARE and for a six month period thereafter Restricted Period (the “Restricted Period”defined below), the --------------------- Executive shall will not, directly or indirectly, for Executive's own account or for or on behalf of any other person or entity, whether as an officer, director, employee, partner, principal, joint venturer, consultant, investor, shareholder, independent contractor or otherwise: (a) engage in any state business in competition with the then business of the United States InterPlay Group, or in Canada competition with any business that the InterPlay Group, to the Executive's knowledge, actively was planning to enter at the time of the termination of Executive's employment; (b) solicit or Mexico (accept business in competition with the “Prohibited Area”): InterPlay Group from any (i) engage in clients of the InterPlay Group who were clients of the InterPlay Group at the time of the termination of Executive's employment, or otherwise participate in any business which competes with EVERYWARE’s Business; who were clients during the one (1) year period preceding such termination, or (ii) become a partnerany prospective clients of the InterPlay Group who, shareholderwithin two (2) years prior to such termination, member, other owner had been solicited directly by Executive or equity holder, principal, agent, trustee, employee, director, consultantwhere Executive supervised or participated in such solicitation activities; (c) hire or employ, or creditor of any person attempt to hire or entity who engages or otherwise participates employ, in any business which competes with EVERYWARE’s Business. fashion (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplierwhether as an employee, independent contractor or other business relationship otherwise), any employee or independent contractor of EVERYWARE the InterPlay Group, or any of its subsidiariessolicit or induce, in order to induce or attempt to induce such customersolicit or induce, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiariesthe InterPlay Group's employees, consultants, clients, customers, vendors, suppliers, or in any way materially interfere independent contractors to terminate their relationship with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period.InterPlay Group; or (d) If the Executive breachesspeak or act in any manner that is intended to, or threatens to commit a breach ofdoes in fact, any damage the goodwill or the business or reputation of the provisions contained in InterPlay Group. For purposes of this section (Agreement, the “Restrictive Covenants”), EVERYWARE shall have Restricted Period will be a period beginning on the following rights Effective Date and remedies, each ending on the later of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right two years after the Closing Date or (ii) the first anniversary of the last day of the Severance Period. Executive may own not more than 5 percent of any class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, of any corporation engaged in competition with the InterPlay Group so long as Executive does not otherwise (i) participate in the management or operation of any such business, or (ii) violate any other provision of this Agreement. Executive understands and remedy agrees that, by virtue of Executive's position with the Company, Executive will have substantial access to and impact on the good will, confidential information and other legitimate business interests of the InterPlay Group, and therefore will be in a position to have a substantial adverse impact on the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, InterPlay Group's business interests should Executive engage in business in competition with the right InterPlay Group. Executive acknowledges that Executive's adherence to the restrictive covenants set forth in this Section is an entry against important and substantial part of the Executive of restraining orders and injunctions (preliminary, mandatory, temporaryconsideration that the Company is receiving under this Agreement, and permanent) against violations, threatened or actual, and whether or not then continuing, agrees that the restrictive covenants in this Section are enforceable in all respects. Executive consents to the entry of injunctive relief to enforce such covenants, it being acknowledged and agreed that any in addition to such breach or threatened breach will cause irreparable harm other relief to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREwhich the Company may be entitled by law. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During Both during the period of time the Executive is employed by EVERYWARE Employment and for a six month period thereafter (the “Restricted Period”), the Executive shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During during the Restricted Period, the Executive shall will not, without the prior written consent of the Company (such consent not to be unreasonably withheld), whether by himself, through his employees or agents or otherwise and whether on his own behalf or on behalf of any person, directly or indirectly: (a) so as to compete with the Company, knowingly solicit business from or encourage to leave the employment canvas any Customer or Prospective Customer in respect of EVERYWARE, any employee of EVERYWARE Restricted Products or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE.Restricted Services; (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order so as to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere compete with the relationship between Company, accept orders from, act for or have any customerbusiness dealings with, supplier, independent contractor any Customer or business relationship and EVERYWARE Prospective Customer in respect of Restricted Products or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries).Restricted Services; (c) The within the Restricted Period shall Area, be tolled during employed or engaged or at all interested (except as a Minority Holder) in that part of a business or person which is involved in the period business of any violation researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products or Restricted Services, if the business or person is or seeks to be in competition with the Company. For the purposes of this section sub-Clause, acts done by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of outside the Restricted Period.Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products or Restricted Services in the Restricted Area; (d) If solicit or induce or endeavour to solicit or induce any person who was a Restricted Employee (and with whom the Executive breacheshad direct dealings during the Relevant Period) to cease working for or providing services to the Company, whether or threatens to not any such person would thereby commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity:contract; (ie) The right employ or otherwise engage any Restricted Employee (and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against with whom the Executive had direct dealings during the Relevant Period) in the business of restraining orders and injunctions (preliminaryresearching into, mandatorydeveloping, temporarymanufacturing, and permanent) against violationsdistributing, threatened selling, supplying or actualotherwise dealing with Restricted Products or Restricted Services if that business is, and whether or not then continuingseeks to be, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE.in competition with the Company; or (iif) The right solicit or induce or endeavour to solicit or induce any Supplier to cease to deal with the Company and remedy to require shall not interfere in any way with any relationship between a Supplier and the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive CovenantsCompany.

Restrictive Covenants. During Unless otherwise determined by the period of time Committee in its sole discretion, by accepting the Executive Option, the Optionee acknowledges that the Optionee is employed bound by EVERYWARE and for a six month period thereafter the following restrictive covenants (the “Restrictive Covenants”): (a) Except to the extent (1) expressly authorized in writing by the Company or (2) required by law or any legal process, the Optionee shall not at any time during the Optionee’s Employment with the Company or any of its Affiliates or following the date the Optionee’s Employment terminates use, disseminate, disclose or divulge to any person or to any firm, corporation, association or other business entity, Confidential Information (as defined in Section 21 herein) or proprietary Trade Secrets (as defined in Section 21 herein) of the Company or any of its Affiliates; (b) The Optionee shall not at any time during the Optionee’s Employment with the Company or any of its Affiliates or following the date the Optionee’s Employment terminates make any derogatory, disparaging or negative statements, orally, written or otherwise, against the Company or any of its Affiliates or any of their respective directors, officers and employees; (c) During the Restricted Period”Period (as defined in Section 21 herein), the Executive Optionee shall not, directly or indirectly, not become employed in any state of the United States capacity by, or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trusteean officer, employee, director, agent, consultant, shareholder or creditor of partner of, or perform any person or entity who engages services for, or otherwise participates hold an interest (other than the ownership of less than 5% of the stock or other equity interests of a publicly traded firm or corporation) in, any Competitor (as defined in Section 21 herein) of the Company or any business which competes with EVERYWARE’s Business.of its Affiliates; (ad) During the Restricted Period, the Executive Optionee shall not, not directly or indirectly, knowingly on his or her own behalf or on behalf of any other person or entity, solicit or encourage hire, attempt to leave the employment of EVERYWAREsolicit or hire, or assist any employee of EVERYWARE other person in soliciting or hire hiring any employee of EVERYWARE for a period of one year employee, agent or contractor of the date that Executive ceases Company or any of its Affiliates or induce any employee, agent or contractor of the Company or any of its Affiliates to be employed by EVERYWARE.terminate his or her or her Employment or cease doing business with the Company or any of its Affiliates for any reason whatsoever; and (be) During the Restricted Period, the Executive Optionee shall not call ondirectly or indirectly, on his or solicit her own behalf or on behalf of any customerother person or entity, supplier, independent contractor or other business relationship including any Competitor of EVERYWARE the Company or any of its subsidiariesAffiliates, (1) engage in order to induce any business transaction or attempt to induce such customer, supplier, independent contractor relationship or other business relationship to cease doing business perform any services in any material way competitive with EVERYWARE the Company or any of its subsidiaries, Affiliates with or in any way materially interfere with for a client or prospective client of the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE Company or any of its subsidiaries Affiliates or (including 2) interfere with any disparaging statements about EVERYWARE business relationship between the Company or any of its subsidiaries). (c) The Restricted Period shall be tolled during Affiliates and any client or prospective client of the period of any violation of this section by the Executive Company or any period when of its Affiliates or induce any client or prospective client to discontinue any business relationship with the Executive takes significant and material steps towards developing Company or any of its Affiliates or to refrain from entering into a business plan for a business relationship or transaction with the Company or any of its Affiliates. The Restrictive Covenants are in addition to and do not supersede any rights the Company or any of its Affiliates may have in law or at equity or under any other agreement. By accepting the Option, the Optionee shall further agree that it is impossible to measure in competition with EVERYWARE. EVERYWARE shall provide written notice money the damages which will accrue to the Executive Company or any of its Affiliates in the event the Optionee breaches the Restrictive Covenants. Therefore, if the Company or any tolling of its Affiliates shall institute any action or proceeding to enforce the Restricted Period. provisions hereof, the Optionee shall agree to waive the claim or defense that the Company or any of its Affiliates has an adequate remedy at law and the Optionee shall agree not to assert in any such action or proceeding the claim or defense that the Company or any of its Affiliates has an adequate remedy at law. If at any time (dincluding after a notice of exercise has been delivered) If the Executive breaches, or threatens to commit a breach of, Committee reasonably believes that the Optionee has breached any of the provisions contained Restrictive Covenants described in this section (the “Restrictive Covenants”Sections 10(a) through 10(e), EVERYWARE the Committee may suspend the Optionee’s right to exercise any Option pending a good faith determination by the Committee of whether any such Restrictive Covenant has been breached. If the Committee determines in good faith that the Optionee has breached any such Restricted Covenants, the Optionee shall have immediately forfeit any outstanding unvested Options and any vested but unexercised Options and shall repay to the following rights and remediesCompany, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu ofupon demand, any Exercised Shares. The Optionee shall also be required to repay to the Company, in cash and upon demand, any proceeds resulting from the sale or other rights and remedies available disposition (including to EVERYWARE under law or in equity: (ithe Company) of Exercised Shares. The foregoing shall not prejudice the Company’s right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive Optionee to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received the Company on a pre-tax basis any profit obtained by the Executive Optionee as the a result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (a) Executive acknowledges and agrees that the restrictive covenants and other post-termination obligations set forth in the Restrictive Covenant Agreement, including without limitation Executive’s obligations relating to confidentiality, non-use and non-disclosure of Proprietary Information (as defined in the Restrictive Covenant Agreement), non-solicitation, cooperation, and return of property, are hereby incorporated by reference and shall remain in full force and effect pursuant to their terms to the maximum extent permitted by applicable law, except that the Parties expressly agree to modify the Restrictive Covenant Agreement by removing Section 6.1, and each subpart thereto, of the Restrictive Covenant Agreement, which shall be of no further force or effect upon the Effective Date (as defined below). Executive represents and warrants that Executive has complied with all provisions of the Restrictive Covenant Agreement at all times through the Effective Date. A-3 |US-DOCS\123614162.2|| (b) In consideration for the severance payments and benefits set forth in Section 1 of this Agreement, Executive agrees for a period of time one year after the Executive is employed by EVERYWARE and for a six month period thereafter Effective Date (the “Non-Competition Restricted Period”), the Executive shall ) to not, directly or indirectly, in on Executive’s own behalf or for the benefit of any state of other individual or entity other than the United States or in Canada or Mexico (the “Prohibited Area”): Company: (i) operate, conduct, or engage in, or prepare to operate, conduct, or engage in the Business (as defined below); (ii) own, finance, or otherwise participate invest in (except as the holder of not more than one percent of the outstanding stock of a publicly-held company) any business which competes with EVERYWARE’s Business; or (iiiii) become a partnerparticipate in, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultantrender services to, or creditor of assist any person or entity who that engages in or otherwise participates is preparing to engage in the Business in any business capacity (whether as an employee, consultant, contractor, partner, officer, director, or otherwise) (x) which competes involves the same or similar types of services Executive performed for the Company at any time during the last two years of Executive’s employment with EVERYWAREthe Company or (y) in which Executive could reasonably be expected to use or disclose Proprietary Information, in each case (i), (ii) or (iii) in the Restricted Territory (as defined below). Without limiting the Company’s Business. (a) During ability to seek other remedies available in law or equity, if Executive violates this Section 4(b), the Non-Competition Restricted Period shall be extended by one day for each day that Executive is in violation of such provisions, up to a maximum extension equal to the length of the Non-Competition Restricted Period, so as to give the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave Company the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year full benefit of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship bargained-for length of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)forbearance. (c) The Restricted Period Executive’s continued compliance with the terms of the Restrictive Covenant Agreement (as modified in Section 4(a) above) and the noncompetition obligations set forth in Section 4(b) above (collectively, the “Restrictive Covenants”) is a material condition to receipt of the severance payments and benefits set forth in Section 1 of this Agreement. In the event Executive breaches any part of such Restrictive Covenants, then, in addition to any remedies and enforcement mechanisms set forth in the Restrictive Covenant Agreement, the Employment Agreement and this Agreement, and any other remedies available to the Company (including equitable and injunctive remedies), Executive shall forfeit any additional consideration owing and shall be tolled during obligated to promptly return to the period Company (within fifteen (15) business days of any violation breach) the full gross amount of this section by the Executive or any period when the Executive takes significant all severance payments and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Periodbenefits provided. (d) If the Executive breaches, or threatens to commit a breach of, any provision of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) shall be determined to be unenforceable by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened competent jurisdiction or actual, and whether arbitrator by reason of its extending for too great a period of time or not then continuing, over too large a geographic area or over too great a range of such covenantsactivities, it being acknowledged and agreed that any such breach shall be interpreted to extend only over the maximum period of time, geographic area or threatened breach will cause irreparable harm range of activities as to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREwhich it may be enforceable. (iie) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.As used in this Agreement:

Restrictive Covenants. During the (a) For a period of time 18 months after the Executive is employed by EVERYWARE Closing Date, the Restricted Party agrees that it will not (i) directly or indirectly employ or engage any (A) Transferred Employee or (B) employee of Buyer or any of its Affiliates (including for this purpose ▇▇▇▇ ▇▇▇▇ Holdings, LP, and for a six month period thereafter its Subsidiaries) with whom the Restricted Party or any of its Affiliates had contact with or became aware of prior to the Closing Date or in connection with the Transactions (collectively, the “Restricted PeriodEmployees”), or (ii) directly or indirectly solicit the Executive shall employment or services of, or cause or attempt to cause to leave the employment or service of the Company, Buyer or any Affiliate of Buyer, any Restricted Employees; provided, however, that the Restricted Party may solicit or hire any Restricted Employees if (X) Buyer has consented to the solicitation or hiring of such individual in writing, which consent Buyer may withhold in its sole discretion, or (Y) such solicitation solely occurs by general solicitation for employment not directed at any such Restricted Employees. (b) For a period of 18 months after the Closing Date, the Restricted Party agrees that it will not, directly or indirectly, in acting alone or as a member of a partnership or company, as a holder or owner of any state of the United States security, as a lender, agent, advisor, consultant or in Canada or Mexico (the “Prohibited Area”): independent contractor: (i) engage within the Restricted Area, carry on, participate in, or be engaged in (whether for its own account or for the account of any other Person) the Restricted Business; (ii) share in the earnings of, or beneficially own or hold any security issued by, or otherwise participate own or hold any interest in any business entity which competes with EVERYWARE’s Businessis engaged in the Restricted Business within the Restricted Area; or (iiiii) become encourage or induce, directly or indirectly, any customer or supplier of the Company who is a partner, shareholder, member, other owner customer or equity holder, principal, agent, trustee, employee, director, consultantsupplier of the Company within the Restricted Area immediately prior to or any time during the six month period ending at the Closing, or creditor is a prospective customer or supplier of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Company within the Restricted PeriodArea immediately prior to or any time during the six month period ending at the Closing, to curtail, cancel or materially reduce its business or refrain from doing business with, Buyer or its Affiliates (which after Closing includes the Company) within the Restricted Area. Notwithstanding the foregoing provisions of this Section 3(b), the Executive shall Restricted Party may own, solely as an investment, securities of an entity that is engaged in the Restricted Business within the Restricted Area if the Restricted Party (A) is not an Affiliate of the issuer of such securities, (B) does not, directly or indirectly, knowingly solicit or encourage to leave beneficially own more than 5% in the employment aggregate of EVERYWAREsuch class of securities, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. and (bC) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, has no active participation in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)entity. (c) The From the Closing Date and through December 31, 2019, Buyer and the Restricted Period shall be tolled during Party will, and will use commercially reasonable efforts to cause its Affiliates and Representatives to, (i) maintain the period strict confidentiality of any violation and all Confidential Information and (ii) not disclose such Confidential Information to any Person other than any of its Affiliates or Representatives, except (x) to the extent required by Law (provided that if required by Law, Buyer or the Restricted Party, as applicable, agrees, to the extent legally permissible, to give the other Party prior written notice of such disclosure in sufficient time to permit Buyer or the Restricted Party, as applicable, to seek a protective order should it so determine) or (y) in a Claim brought by Buyer or the Restricted Party, as applicable, in the pursuit of its remedies under this Agreement. Buyer and the Restricted Party shall, whenever such Party discloses Confidential Information other than pursuant to clause (x) and (y) of the preceding sentence, (1) notify all Persons to whom Confidential Information is disclosed of the confidential nature of the materials disclosed and the provisions of this section by Agreement; and (2) ensure that all Persons to whom the Executive terms of this Agreement or the Confidential Information is disclosed keep such information confidential and do not disclose or divulge such information to any period when the Executive takes significant and material steps towards developing a business plan for a business that is unauthorized Person in competition each case in accordance with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Periodthis Agreement. (d) If the Executive breaches, The Restricted Party hereby agrees that if it violates or threatens to commit a breach of, violate any of the provisions of this Section 3 it would be difficult to determine the entire cost, damage or injury which Buyer and its Affiliates would sustain. The Restricted Party acknowledges that if it violates any of the provisions of this Section 3, Buyer may have no adequate remedy at law. In the event of such violation, Buyer shall have the right, in addition to any other rights that may be available to it, to seek to obtain in any court of competent jurisdiction injunctive relief to restrain any violation by the Restricted Party of any provision of this Section 3 or to seek to compel specific performance by the Restricted Party of one or more of its obligations under this Section 3. The seeking or obtaining by Buyer of such injunctive relief shall not foreclose or in any way limit the right of Buyer to obtain a money judgment against the Restricted Party for any damage to Buyer that may result from any breach by the Restricted Party of any provision of this Section 3. (e) The Restricted Party acknowledges that the covenants contained in this section (Section 3 are reasonable in geographic and temporal scope, and the “Restrictive Covenants”), EVERYWARE shall have Restricted Party acknowledges that the following rights covenants contained in this Section 3 are reasonable in temporal scope and remedies, that the scope of each of which rights the activities being restrained is reasonable and remedies shall be independent does not impose a greater restraint than is necessary to protect the goodwill or other business interest of Buyer and the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by Company. If any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, competent jurisdiction determines that any of such covenants, it being acknowledged provisions or portions of Section 3, or any part thereof, are unenforceable or otherwise invalid, then (i) the validity and agreed that enforceability of any remaining covenants, provisions or portions thereof shall not be affected by such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. determination, (ii) The right and remedy those of such covenants, provisions or portions that are determined to require be unenforceable because of the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived duration or received scope thereof shall be reformed if possible by the Executive court to reduce their duration or scope so as to render the result same enforceable against the Restricted Party to the maximum duration and broadest scope permitted by law, and if such reformation is not possible, then severance by the court, and (iii) all remaining covenants, provisions, portions and terms of any transaction constituting a breach of any of this Section 3 shall be valid and enforceable to the Restrictive Covenantsfullest extent permitted by law.

Restrictive Covenants. During You hereby acknowledge that your right and entitlement to the period of time the Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”severance benefits specified in Subsections 1(a), (b)(ii) and Section 5 of this revised Appendix II are subject to your compliance with each of the Executive following covenants during the three (3)-year period measured from your Date of Termination, and those enumerated severance benefits will immediately cease or be subject to reduction in accordance herewith should you breach any of the following covenants: (a) You shall not directly or indirectly encourage or solicit any employee, consultant or independent contractor to leave the employ or service of Broadcom (or any affiliated company) for any reason or interfere in any other manner with any employment or service relationships at the time existing between Broadcom (or any affiliated company) and its employees, consultants and independent contractors. (b) You shall not directly or indirectly solicit or otherwise induce any vendor, supplier, licensor, licensee or other business affiliate of Broadcom (or any affiliated company) to terminate its existing business relationship with Broadcom (or affiliated company) or interfere in any other manner with any existing business relationship between Broadcom (or any affiliated company) and any such vendor, supplier, licensor, licensee or other business affiliate. (c) You shall not, whether on your own or as an employee, consultant, partner, principal, agent, representative, equity holder or in any other capacity, directly or indirectly render, anywhere in the United States, services of any kind or provide any advice or assistance to any business, enterprise or other entity that is engaged in any line of business that competes with one or more of the lines of business that were conducted by Broadcom during the Term of your employment or that are first conducted after your Date of Termination but which you were aware were under serious consideration by Broadcom prior to your Date of Termination, except that you make a passive investment representing an interest of less than one percent (1%) of an outstanding class of publicly-traded securities of any corporation or other enterprise. (d) You shall not, directly or indirectly, in make any state of the United States adverse, derogatory or disparaging statements, whether orally or in Canada writing, to any person or Mexico (the “Prohibited Area”): entity regarding (i) engage in Broadcom, any members of the Board of Directors or otherwise participate in any business which competes with EVERYWARE’s Business; officers, members of management or shareholders of Broadcom or (ii) become a partnerany practices, shareholder, member, other owner procedures or equity holder, principal, agent, trustee, employee, director, consultant, or creditor business operations of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. Broadcom (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiariesaffiliated company). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a Should you breach of, any of the provisions contained restrictive covenants set forth in this section (the “Restrictive Covenants”)Section 4, EVERYWARE then you shall have the following rights and remedies, each of which rights and remedies shall immediately cease to be independent entitled to any Gross-Up Payment under Section 5 below or any Cash Severance Payments pursuant to Subsection 1(a) in excess of the other and severally enforceable, and all greater of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy one (1) times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to have the Restrictive Covenants specifically enforced (without posting any bondSubsection 9(b) by any court having equity jurisdiction, including, without limitation, the right of this Appendix II due to an entry against excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the Executive average of restraining orders and injunctions your actual annual bonuses for the three calendar years (preliminary, mandatory, temporary, and permanentor such fewer number of calendar years of employment with Broadcom) against violations, threatened immediately preceding the calendar year in which such termination of employment occurs (which minimum amount represents partial consideration for your satisfaction of the Release Consideration) or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE actual Cash Severance Payments you have received through the date of such breach. In addition, all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result Additional Monthly Vesting of any transaction constituting a stock options, restricted stock units, other equity awards or unvested share issuances outstanding at the time of such breach of any shall cease as of the Restrictive Covenantsmonth in which such breach occurs, and no further Additional Monthly Vesting shall occur thereafter. Broadcom shall also be entitled to recover at law any monetary damages for any additional economic loss caused by your breach and may, to the maximum extent allowable under applicable law, seek equitable relief in the form of an injunction precluding you from continuing such breach.

Restrictive Covenants. During (a) The Seller covenants that, commencing on the period Closing Date and ending on the fifth anniversary of time the Executive is employed by EVERYWARE and for a six month period thereafter Closing Date (the “Restricted Period”), the Executive Seller shall not, and shall cause its Affiliates not to, directly or indirectlyindirectly engage in the mining, marketing or sale of coal (other than sales of excess coal by the Seller’s regulated utility Affiliates), or the acquisition of any fee or leasehold interests in any mineral rights to coal (other than coal bed methane or acquisitions of fee interests or leasehold interests in real property where the acquisition of rights to coal is incidental to the primary acquisition), in any state the State of Indiana. Neither the United States Seller nor its Affiliates will be precluded or restrained from engaging in Canada or Mexico (the “Prohibited Area”): (i) engage in the purchase or otherwise participate in development or any business which competes with EVERYWARE’s Business; other activities related to oil or gas (including coal bed methane), or other minerals (other than coal), or (ii) become entering into any merger or acquisition with a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, Third Party that is directly or indirectlyindirectly engaged in the mining, knowingly solicit marketing or encourage to leave sale of coal in the employment State of EVERYWAREIndiana, provided that the primary business of such Third Party and its Affiliates is a business other than the mining, marketing or sale of coal, and provided further, that nothing in this provision shall preclude any employee transaction involving a change of EVERYWARE or hire any employee control of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARESeller Parent. (b) During The Seller covenants that for two years following the Restricted PeriodClosing, it shall not (and shall cause its Affiliates not to), solicit the employment of any Person who is during such two year period an Employee of the Purchaser, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE Company or any of its subsidiariesSubsidiaries, in order to hire any such Person, or persuade, induce or attempt to persuade or induce any such customerPerson to leave his, supplierher or its employment to the Company, independent contractor its Subsidiaries, the Purchaser or other business relationship its Affiliates; provided that nothing in this Section 6.15(b) shall prohibit the Seller or its Affiliates from hiring (i) any individual listed on Section 6.15(b) of the Seller’s Disclosure Schedule, (ii) any Employee of the Company or its Subsidiaries as a result of any general solicitation for employment not specifically directed at persons who are employed by the Company or its Subsidiaries or presented to cease doing business with EVERYWARE the Seller by a recruiting or search firm so long as such recruiting or search firm is not specifically directed to solicit persons who are employed by the Company or its Subsidiaries, (iii) any former employee of the Company or its subsidiariesSubsidiaries, or in (iv) any way materially interfere employee of the Company or its Subsidiaries that initiates contact with Seller regarding potential employment on his or her own initiative without any direct or indirect solicitation by the relationship between any customer, supplier, independent contractor Seller or business relationship and EVERYWARE its Affiliates or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)their Representatives. (c) The Restricted Period Seller covenants that for two years following the Closing, it shall be tolled during not (and shall cause its Affiliates not to) solicit or induce, or in any manner attempt to solicit or induce, or cause or authorize any other Person to solicit or induce any Person to cease, diminish or not commence doing business with the period Company, its Subsidiaries, the Purchaser or its Affiliates; provided that nothing in this Section 6.15(c) shall prohibit the Seller or its Affiliates from exercising or enforcing in any manner any of any violation of this section by their rights under contracts that the Executive Seller or any period when its affiliates may have with the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to Company or its Subsidiaries following the Executive of any tolling of the Restricted PeriodClosing. (d) If From and after the Executive breachesClosing Date, the Seller shall not (and shall cause its Affiliates not to) disparage the Company, its Subsidiaries, the Purchaser or threatens its Affiliates to commit a breach ofany Person. From and after the Closing Date, the Purchaser shall not (and shall cause its Affiliates not to) disparage the Seller or its Affiliates to any of Person. (e) The Seller acknowledges that the provisions restrictions contained in this section (Section 6.15 are reasonable and necessary to protect the “Restrictive Covenants”)legitimate interests of the Purchaser and constitute a material inducement to the Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement, EVERYWARE and that a violation of this Section 6.15 by the Seller will result in irreparable injury to the Purchaser and agrees that the Purchaser shall have be entitled to seek preliminary and permanent injunctive relief, as well as such other equitable remedies as may be available to the following rights and remediesPurchaser, each of which rights and remedies shall be independent of the other cumulative and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, to any other rights and or remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have which the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREPurchaser may be entitled. (iif) In the event that any covenant contained in this Section 6.15 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The right covenants contained in this Section 6.15 and remedy to require the Executive to account for each provision thereof are severable and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived distinct covenants and provisions. The invalidity or received by the Executive as the result unenforceability of any transaction constituting a breach of such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any of the Restrictive Covenants.such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. 55

Restrictive Covenants. During (a) In consideration for the period grant of time the Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)Option, the Executive Participant hereby covenants and agrees that the Participant shall not, directly or indirectly, in any state of during the United States or in Canada or Mexico (Participant’s service with the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE Company and for a period of one year thereafter, directly or indirectly, or in concert with any other person, corporation, partnership, proprietorship or other business enterprise: (i) Call upon or solicit, either for the Participant or for any other person or firm that engages in competition with any business operation of the date kind actively conducted by the Company or any current or future Affiliate, any customer with whom the Company or any current or future Affiliate directly conducts business, any referral source of the Company or any current or future Affiliate (including, solely by way of example, intermediaries and corporations that Executive ceases purchase directly from the Employer or any current or future Affiliate); (ii) Interfere with any relationship, contractual or otherwise, between the Employer or any current or future Affiliate, any customer with whom the Employer or any current or future Affiliate directly conducts business, or any referral source of the Employer of any current or future Affiliate; or (iii) Induce any person who is or was during any of the preceding 12 months an employee, officer or agent of the Employer or any current or future Affiliate to be employed by EVERYWAREterminate said relationship. (b) During In the Restricted Period, the Executive event that any covenants set forth in this Section 8 shall not call onbe determined by a court of competent jurisdiction to be unenforceable because it extends over too great a period of time, or solicit for any customerother reason, supplier, independent contractor or such covenant shall be interpreted to extend only over the maximum period of other business relationship of EVERYWARE or any of its subsidiaries, in order restrictions to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)which they may be enforceable. (c) The Restricted Period covenants set forth in this Section 8 shall be tolled during remain in effect regardless of whether the period of any violation of this section by Participant exercises the Executive Option in whole or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Periodpart. (d) If the Executive breaches, or threatens to commit The Participant acknowledges that a breach of, any of the provisions covenant set forth in this Section 8 may cause irreparable damage to the Company and its Affiliates, the extent of which may be difficult to ascertain, and that the award of damages may not be adequate relief. The Participant agrees that, in the event of a breach or threatened breach of the covenants contained in this section (Section 8, the “Restrictive Covenants”)Company may institute an action to compel the specific performance of such covenants, EVERYWARE shall have the following rights and remedies, each of which rights and remedies that such remedy shall be independent of the other and severally enforceablecumulative, not exclusive, and all of which rights and remedies shall be in addition to, and not in lieu of, to any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREremedies. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During If the employment of the Employee is terminated for any reason (including voluntary resignation), then the Employee agrees that for a period of time the Executive is employed by EVERYWARE and for a six month period thereafter two (the “Restricted Period”)2) years thereafter, the Executive shall he will not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): : (i) engage in alone or otherwise participate in any business which competes with EVERYWARE’s Business; for his own account, or (ii) become as a partnerofficer, director, shareholder, partner, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, advisor, agent or creditor any other capacity of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Periodcorporation, the Executive shall notpartnership, directly or indirectlyjoint venture, knowingly solicit or encourage to leave the employment of EVERYWAREtrust, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE organization or entity, encourage, support, finance, be engaged in, interested in, or concerned with (x) any of its subsidiariesthe companies and entities described on Schedule I hereto, except to the extent that any activities in order to induce connection therewith are confined exclusively outside the Continental United States, or attempt to induce such customer(y) any other funeral, supplier, independent contractor cemetery or other death care business relationship to cease doing having an office or being conducted within a radius of fifty (50) miles of any funeral home, cemetery or other death care business with EVERYWARE owned or any of its subsidiaries, or in any way materially interfere with operated by the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE Company or any of its subsidiaries at the time of such termination; (including ii) induce or assist anyone in inducing in any disparaging statements about EVERYWARE way any employee of the Company or any of its subsidiaries).subsidiaries to resign or sever his or her employment or to breach an employment contract with the Company or any such subsidiary; or (ciii) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breachesown, manage, advise, encourage, support, finance, operate, join, control, or threatens to commit a breach ofparticipate in the ownership, management, operation, or control of or be connected in any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of manner with any business which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall is or may be in addition tothe funeral, and not in lieu ofmortuary, any other rights and remedies available to EVERYWARE under law crematory, cemetery or burial insurance business or in equity: any business related thereto (ix) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach part of any of the Restrictive Covenantscompanies or entities listed on Schedule I, or (ii) otherwise within a radius of fifty (50) miles of any funeral home, cemetery or other death care business owned or operated by the Company or any of its subsidiaries at the time of such termination. Notwithstanding the foregoing, the above covenants shall not prohibit the passive ownership of not more than one percent (1%) of the outstanding voting securities of any entity. The foregoing covenants shall not be held invalid or unenforceable because of the scope of the territory or actions subject hereto or restricted hereby, or the period of time within which such covenants respectively are operative, but the maximum territory, the action subject to such covenants and the period of time they are enforceable are subject to any determination by a final judgment of any court which has jurisdiction over the parties and subject matter.

Restrictive Covenants. (i) The Employee or any Connected Person shall not, without the written consent of the Company, during the term of his Employment or for a period of one year after the termination of his Employment, either on his own account or in partnership with any other person, be connected, as proprietor, employee, agent, consultant, contractor or otherwise with any Prohibited Business in Hong Kong. (ii) During the period term of time the Executive is employed by EVERYWARE this Agreement and for a six month period thereafter (the “Restricted Period”)two years thereafter, the Executive Employee shall not, directly or indirectly, in solicit any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARECompany’s Business; or (ii) become a partneremployees, shareholderagents, memberindependent contractors, other owner or equity holdersuppliers, principalcustomers, agent, trustee, employee, director, consultantconsultants, or creditor of any other person or entity who engages that has a business relationship with the Company to terminate or otherwise participates alter its relationship with the Company, or engage in any business which competes with EVERYWARE’s BusinessCompeting Activities. (aiii) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a The period of one year each of the date that Executive ceases to above restrictions shall be employed reduced by EVERYWAREthe period, if any, during which the Company exercises its rights under Appendix II(vii). (biv) During The restrictions in this Clause are held by the Restricted Period, Company for itself and on trust for other Group Company and shall be enforceable by the Executive shall not call on, or solicit any customer, supplier, independent contractor or Company on behalf of other business relationship Group Company as though it were a party to this Agreement. (v) These restrictions are entered into by the Company and the Employee after having been separately legally advised. (vi) Each of EVERYWARE or the restrictions contained in Appendix II is intended to be separate and severable. In the event that any of its subsidiaries, the restrictions shall be held illegal or unenforceable in order to induce whole or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, in part or in any way materially interfere an unreasonable restraint of trade, but would be valid if part of the wording thereof were deleted, such restriction shall apply with the relationship between any customer, supplier, independent contractor or business relationship such deletion as may be necessary to make it valid and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)effective. (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (dvii) If the Executive breachesEmployee should give notice to terminate this Agreement pursuant to Clause 6.1, the Company shall have the right to require the Employee not to attend for work or threatens to commit a breach of, carry out any of duties for the provisions contained in this section Company during such period (the “Restrictive CovenantsGarden Leave Period”), EVERYWARE provided that subject to Appendix II(vii) all the other provisions of this Agreement shall have continue in full force and effect during such notice period (including without limitation those relating to the following rights and remedies, each of which rights and remedies shall be independent of the other Employee to receive remuneration hereunder; his duties set out in Appendix II to V hereof and severally enforceable, and all his duties of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available fidelity to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREGroup). (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During As an inducement for Parent, Holdings and Buyer to enter into the Purchase Agreement, for the protection of the goodwill of the Company, and as additional consideration for the consideration to be paid under the Purchase Agreement, the parties hereto agree as follows: (a) Ancillary to the enforceable promises set forth herein, BCP agrees that for a period of time two years from and after the Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)Closing Date, the Executive BCP shall not, and shall cause its Affiliates not to, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): : (i) engage induce or attempt to induce any of the persons set forth on Schedule 1 hereto (each, an “Executive” and, collectively, the “Executives”) or other executive officer of the Company (as of the Closing) to leave the employ of the Company; provided, however, that notwithstanding the promises and covenants within this Section 1(a)(i), BCP shall not be precluded from (A) engaging in general solicitations or otherwise participate advertising for personnel, including advertisements and searches conducted by a headhunter agency, provided that such solicitation, advertising or searches are not specifically directed at any such employees of the Company; and (B) subject to Section 1(a)(ii), hiring any such person who contacts BCP or its Affiliates in any business which competes with EVERYWARE’s Business; response to solicitations or advertising under the foregoing clause (A); (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of hire any person or entity Executive who engages or otherwise participates in was employed by the Company at any business which competes with EVERYWARE’s Business.time during the 12 month period prior to the Closing; or (aiii) During the Restricted Periodinduce or attempt to induce any Person that is, the Executive shall notto BCP’s knowledge, directly a Customer, supplier or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year material business relation of the date that Executive ceases Company (including any Person that, to be employed by EVERYWAREBCP’s knowledge, was a Customer, supplier or other material business relation of the Company at any time during the 12 month period immediately prior to the Closing) to cease doing business with the Company. (b) During From and after the Restricted Perioddate hereof, each party hereto agrees that it will not, and will direct its Affiliates not to, knowingly make, publish or communicate to any Person any oral or written statement that disparages or places the Executive shall not call onother party hereto in respect thereof in a false light, except in connection with a legal proceeding, legal process or if such party is otherwise required by Law to cooperate with, or solicit is responding to a request from, a Governmental Entity or self-regulatory authority; provided, however, that nothing in this Section 1(b) shall prohibit any customer, supplier, independent contractor of the parties hereto or other business relationship of EVERYWARE their Affiliates or any parties to the Purchase Agreement or any of its subsidiariesthe agreements entered into in connection therewith from defending against claims, in order to induce or attempt to induce such customerenforcing their rights, supplierunder this Agreement, independent contractor or other business relationship to cease doing business with EVERYWARE the Purchase Agreement or any of its subsidiaries, or the other agreements entered in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)connection therewith. (c) From and after the date hereof, except to the extent consented to by Parent, Holdings, Buyer or the Company, BCP shall keep confidential (except as may be disclosed to its Affiliates, directors, officers, partners, employees, agents, consultants, financing sources, investors (including direct and indirect limited partners or investors), vehicles, managed accounts, attorneys, accountants, financial advisors or other representatives (collectively, “Representatives”)) and not use or disclose, and shall direct its Representatives to keep confidential and to not use or disclose, any and all Proprietary Information relating directly to the Company that remains in BCP’s possession after the Closing. The Restricted Period foregoing will not preclude BCP and its Representatives from (i) disclosing such Proprietary Information without liability hereunder if compelled or requested to disclose the same by legal, judicial or administrative process or by other requirements of Law (including, without limitation, by oral questions, interrogatories, requests for information or documents in legal, administrative, arbitration or other formal proceedings, subpoena, civil investigative demand or other similar process, including but not limited to an audit or examination by a regulator, bank examiner or self-regulatory organization) (subject to the following sentence), (ii) discussing or using such Proprietary Information if the same hereafter is publically available (other than as a result of a breach of this Section 1(c)); (iii) discussing or using such Proprietary Information to the extent such information is acquired or made available to BCP or its Representatives by a Person that is not, to BCP’s reasonable belief, subject to an obligation of confidentiality to the Company or any Person (other than BCP and its Representatives) with respect to such information; or (iv) using such Proprietary Information in connection with its ownership of Equity Interests of the Buyer Group. If BCP or its Affiliates or their Representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal, administrative, arbitration or other formal proceedings, subpoena, civil investigative demand or other similar process, including but not limited to an audit or examination by a regulator, bank examiner or self-regulatory organization) to disclose any such Proprietary Information, BCP shall, to the extent legally permissible, promptly notify Buyer Group of any such request or requirement so that Buyer Group may seek a protective order or other appropriate remedy (in each case, at Buyer Group’s sole expense) and/or waive compliance with the provisions of this Section 1(c). If based on the advice of counsel and in the absence of a protective order or other remedy, BCP is required to disclose such information, BCP, without any liability hereunder, may disclose that portion of such information that it believes in good faith it is legally required to disclose. Notwithstanding anything to the contrary contained herein, BCP shall not be required to give any notice and shall have no liability hereunder to the extent BCP or its Representatives is requested or required to disclose Proprietary Information to the applicable regulatory or self-regulatory authorities having supervisory jurisdiction over BCP or its Representatives, as applicable, during the course of any regulatory audit or examination. BCP shall be tolled during liable to the period of any violation Company for the breach of this section Section 1(c) by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Periodits Representatives. (d) If Notwithstanding anything herein to the Executive breachescontrary, or threatens to commit a breach of, any of the provisions contained nothing in this section Section 1 shall in any way limit the activities of any Affiliate (including portfolio companies) of BCP or its Affiliates (or any investment funds, vehicles or companies managed by Seller or its Affiliates) who are not in receipt of or otherwise provided any Proprietary Information; provided, however, that the “Restrictive Covenants”)foregoing shall not apply to the extent any Affiliate (including portfolio companies) of BCP or its Affiliates is acting at the specific instruction of a Person in possession of Proprietary Information who is using such Proprietary Information in making such instruction. For avoidance of doubt, EVERYWARE shall have the following rights and remedies, each of which rights and remedies no such Affiliate shall be independent deemed to be “in receipt or otherwise provided any Proprietary Information” solely as a result of the a Representative of BCP or its Affiliates (or any investment funds, vehicles or companies managed by BCP or its Affiliates) who is in possession of Proprietary Information also being an officer, director or other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, agent of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREportfolio company. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During In order to ensure that Buyer will realize the benefits of the Transactions, each Seller Party hereby agrees that it, he or she shall not, during the period commencing at the Effective Time and ending five years after the Effective Time: (a) directly or indirectly, alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor or stockholder of, or landlord or lender to, any company or business, engage in any Competitive Business (as defined below), whether or not for compensation; (b) directly or indirectly: (i) solicit, hire, engage or assist any other person or entity in soliciting, hiring or engaging any person who was employed or engaged by the Company immediately prior to the Effective Time or any employee, contractor, or agent of Buyer or an Affiliate of Buyer following the Effective Time (collectively, “Restricted Persons”) to perform services for any entity (other than Buyer, or an Affiliate of Buyer), (ii) attempt to induce any such Restricted Person to leave his or her employment or engagement, or (iii) solicit, hire, or engage on behalf of himself or any other person any person who was a Restricted Person at any time during the Executive is employed by EVERYWARE and for a six twelve-month period thereafter immediately preceding such hiring or engagement; (c) directly or indirectly, solicit, encourage, advise, or influence any individuals, partnerships, corporations, professional associations, or other business organizations that have a business relationship with the Company, Buyer or an Affiliate of Buyer, whether in a client capacity or a vendor, carrier, independent contractor, or similar capacity (collectively, the “Restricted PeriodBusiness Counterparties”), to discontinue or reduce the Executive shall not, extent of the relationship between Buyer and the Business Counterparties in any way following the Effective Time; and (d) directly or indirectly, in any state way utilize, disclose, copy, reproduce, or retain in his possession any of the Company’s proprietary rights or records included in the Purchased Assets (other than as relate to any Excluded Assets or Excluded Liabilities); (e) provided, however, that none of the Seller Parties shall be deemed to have violated the prohibitions of Section 4.1 merely due to the beneficial ownership of less than one percent (1%) of the shares in the capital stock of any corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market. For purposes of this Agreement, “Competitive Business” shall mean any individual, corporation, limited liability company, partnership, unincorporated organization, trust, joint venture, or other entity that engages in or may engage in the transportation of, or arranging for the transportation of, freight to, from or within Canada and/or the United States or (being the jurisdictions in Canada or Mexico (which the “Prohibited Area”): (iBusiness is presently conducted) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partnerthat would require operating, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultantforwarding, or creditor of broker authority issued by any person federal or entity who engages state governmental body, including activities commonly referred to as “freight brokerage,” “transportation logistics,” “third party logistics,” “freight forwarding,” “common or otherwise participates in contract carriage,” “dedicated contract carriage,” “expediting,” “internet load boards” or “intermodal providers” and any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice activity related to the Executive of any tolling of the Restricted Periodforegoing services. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During In consideration of the period employment by the Company of time Executive and the consideration outlined in Article 3 of this Agreement, Executive is employed agrees to be bound by EVERYWARE and for a six month period thereafter (the “Restricted Period”), the this Section 4.3. Executive shall will not, directly or indirectly, in do any state of the United States or in Canada or Mexico following during the Term and the Restricted Period: (the “Prohibited Area”): (ia) engage in or otherwise participate in any business activity substantially similar to an activity from which competes the Company or its subsidiaries or affiliates derives revenue (or, with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor respect to the application of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During this provision during the Restricted Period, engage or participate in any such business activity within 50 miles of any Company branch or office operating or preparing imminently to operate on the date Executive's employment ends) (a "Competing Business"); (b) become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent or consultant) any person, firm, corporation, association or other entity engaged in any Competing Business. Notwithstanding the foregoing, Executive shall notmay hold up to 4.9% of the outstanding securities of any class of any publicly traded securities of any company; (c) solicit or call on, either directly or indirectly, knowingly solicit for purposes of selling goods or encourage to leave services competitive with goods or services sold by the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE Company or any of its subsidiaries or affiliates, any customer with whom the Company shall have dealt or any prospective customer that the Company has identified and solicited at any time during Executive's employment by the Company; (including d) adversely influence or attempt to adversely influence any disparaging statements about EVERYWARE supplier, customer or potential customer of the Company to terminate or modify any written or oral agreement or course of dealing with the Company; (e) adversely influence or attempt to adversely influence any person to terminate or modify any employment, consulting, agency, distributorship or other arrangement with the Company; or (f) employ or retain, or arrange to have any other person or entity employ or retain, any employee, consultant, agent or distributor of the Company or any of its subsidiaries). subsidiaries or affiliates (c) The Restricted Period shall be tolled or with respect to the application of this provision during the period of Restricted Period, any violation of this section person or entity who, within the 12 months preceding the date Executive's employment by the Executive Company ends, was employed or engaged by the Company or any period when of its subsidiaries or affiliates as an employee, consultant, agent or distributor). Executive acknowledges that the Executive takes significant restrictions contained in Sections 4.1, 4.2 and material steps towards developing a business plan for a business 4.3 are reasonable and necessary to protect the legitimate interests of the Company and its subsidiaries and affiliates and that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling duration of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of and the provisions contained of Sections 4.1, 4.2 and 4.3, are reasonable given Executive's position within the Company and the substantial consideration payable under this Agreement. Executive further acknowledges that Sections 4.1, 4.2 and 4.3 are included herein in order to induce the Company to enter into this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE Agreement and that money damages will the Company would not provide adequate remedy to EVERYWAREhave entered into this Agreement in the absence of these provisions. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During Both during the period of time the Executive is employed by EVERYWARE Employment and for a six month period thereafter (the “Restricted Period”), the Executive shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During during the Restricted Period, the Executive shall will not, without the prior written consent of the Company (such consent not to be unreasonably withheld), whether by himself, through his employees or agents or otherwise and whether on his own behalf or on behalf of any person, directly or indirectly: (a) so as to compete with the Company, knowingly solicit business from or encourage to leave the employment canvas any Customer or Prospective Customer in respect of EVERYWARE, any employee of EVERYWARE Restricted Products or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE.Restricted Services; (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order so as to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere compete with the relationship between Company, accept orders from, act for or have any customerbusiness dealings with, supplier, independent contractor any Customer or business relationship and EVERYWARE Prospective Customer in respect of Restricted Products or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries).Restricted Services; (c) The within the Restricted Period shall Area, be tolled during employed or engaged or at all interested (except as a Minority Holder) in that part of a business or person which is involved in the period business of any violation researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products or Restricted Services, if the business or person is or seeks to be in competition with the Company. For the purposes of this section sub-Clause, acts done by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of outside the Restricted Period.Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products or Restricted Services in the Restricted Area; (d) If solicit or induce or endeavour to solicit or induce any person who was a Restricted Employee (and with whom the Executive breacheshad dealings during the Relevant Period) to cease working for or providing services to the Company, whether or threatens to not any such person would thereby commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity:contract; (ie) The right and remedy employ or otherwise engage any Restricted Employee in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products or Restricted Services if that business is, or seeks to have be, in competition with the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE.Company; or (iif) The right solicit or induce or endeavour to solicit or induce any Supplier to cease to deal with the Company and remedy to require shall not interfere in any way with any relationship between a Supplier and the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive CovenantsCompany.

Restrictive Covenants. During the period of time the Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”), the Executive 14.1. You shall not, without the prior written consent of Unilever, be or become directly or indirectly, indirectly engaged or concerned or interested in any state other business, trade, profession or occupation or undertake any work for any other person, firm or company whether paid or unpaid during the continuance of your employment. However, nothing in this Clause 14.1 shall prevent you from holding, or otherwise having an interest in, any shares or other securities of any company for investment purposes only, unless that holding is a significant one in a company that is a material competitor of any member of the United States or Unilever Group. 14.2. Unless you have Unilever’s express prior written agreement (not to be unreasonably withheld), during the Restricted Period you will not: a) in Canada or Mexico (competition with any member of the “Prohibited Area”): Unilever Group: (i) engage be employed by; (ii) be engaged by; or (iii) otherwise provide services to, any Restricted Business which is being carried out or will be carried out within the Restricted Area; b) in competition with any member of the Unilever Group undertake or carry on any Restricted Business which is being carried out or will be carried out within the Restricted Area; (i) be employed by, (ii) be engaged by, or (iii) otherwise participate provide services to: • a Restricted Customer; • a Potential Customer; or • any other customer or target customer in respect of whom you had material dealings or material management responsibility during the Relevant Period, in each case in connection with any business Restricted Business which competes is being carried out or will be carried out within the Restricted Area; d) (i) be employed by, (ii) be engaged by, or (iii) otherwise provide services to: • a Restricted Supplier; • a Potential Supplier; or • any other supplier or target supplier in respect of whom you had material dealings or material management responsibility during the Relevant Period, in each case in connection with EVERYWARE’s Businessany Restricted Business which is carried out or will be carried out within the Restricted Area; e) either (i) interfere with the supply of goods or services to Unilever (or any member of the Unilever Group) in relation to any contract or arrangement that such entity has with: • a Restricted Supplier; or • any other supplier in respect of which you had material dealings or material management responsibility during the Relevant Period, or (ii) become a partner, shareholder, member, other owner induce any such supplier to cease or equity holder, principal, agent, trustee, employee, director, consultantdecline to supply such goods or services in the future, or creditor adversely vary the terms on which they are provided; f) in competition with any member of the Unilever Group, for the purpose of any person Restricted Business deal with or entity who engages solicit the business of: (i) any Restricted Customer; (ii) any Potential Customer; (iii) any Restricted Supplier; (iv) any Potential Supplier; (v) any other customer or target customer in respect of whom you had material dealings or material management responsibility during the Relevant Period; or (vi) any other supplier or target supplier in respect of whom you had material dealings or material management responsibility during the Relevant Period; and/or g) offer employment to, or otherwise participates in endeavour to entice away from Unilever or any business which competes with EVERYWARE’s Businessmember of the Unilever Group, any Restricted Employee. 14.3. Each part of Clause 14.2 constitutes a separate and independent restriction (aincluding, for the avoidance of doubt, each separate and independent restriction delineated by Roman numerals or bullet points or otherwise) During and does not operate to limit any other obligation owed by you. If any restriction is held to be unenforceable by a court of competent jurisdiction, it is intended and understood by us that the Restricted Periodremaining restrictions will still be enforceable. If your place of work changes to a different country such that the covenants contained in this Clause 14 become subject to the laws of that country, the Executive shall notcovenants will, directly or indirectlyif necessary, knowingly solicit or encourage to leave be modified so that they comply with any such laws and in order that the employment of EVERYWAREcovenants remain enforceable in that country, provided that no changes will make any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During covenants wider in scope. Unilever may expressly amend the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, covenants in order to induce or attempt reflect any such changes (and you agree to induce re-execute any such customer, supplier, independent contractor or other business relationship covenants as necessary in order to cease doing business with EVERYWARE or any of its subsidiariesgive effect to this), or in any way materially interfere with alternatively the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)changes may be deemed to be made automatically. (c) 14.4. The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained definitions used in this section (the “Restrictive Covenants”), EVERYWARE shall clause have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equitymeanings: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (a) At all times while this Agreement remains in effect Medical Group agrees that it shall not, directly or indirectly: (i) engage in the period ownership, operation or management of time any radiation oncology practice or facilities or otherwise engage in the Executive is employed by EVERYWARE and for provision of radiation oncology services (whether as a six month period thereafter separate business or in conjunction with any other business (a “Competing Business”) within a five (5) mile radius of the Office (the “Restricted PeriodService Area”); or (ii) have any interest, whether as owner, stockholder, partner, member, director, officer, employee or consultant in any Competing Business in the Executive Service Area. (b) At all times while this Agreement remains in effect Medical Group agrees that it shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in solicit, encourage or otherwise participate in advise patients serviced during the term of this Agreement to obtain or seek professional services from any business which competes with EVERYWARE’s Business; professional who is not an employee, independent contractor or partner of Medical Group, or (ii) become solicit, encourage or advise any employees of Manager to terminate employment with Manager for any reason whatsoever. Notwithstanding the foregoing, nothing in this Agreement is intended to prevent Medical Group from referring a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultantpatient in need of specialty services not otherwise provided by Medical Group, or creditor of any person or entity who engages or otherwise participates for other reasons in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year best interests of the date that Executive ceases patient, to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, another duly licensed professional or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)facility. (c) The Restricted Period Medical Group acknowledges that the restrictive covenants contained in this Section 13 have unique value to Manager, the breach of which cannot be adequately compensated in an action of law. Medical Group further agrees that, in the event of the breach of the restrictive covenants contained herein, Manager shall be tolled during entitled to 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 period 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 and disbursements) of, or related to, such action or proceeding. No such remedy shall be construed to be the exclusive remedy of Manager and any and all such remedies shall be held and construed to be cumulative and not exclusive of any violation rights or remedies, whether at law or in equity, otherwise available under the terms of this section by the Executive Agreement, at common law, or any period when the Executive takes significant under federal, state or local statutes, rules and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Periodregulations. (d) If the Executive breaches, or threatens to commit a breach of, any court of competent jurisdiction shall deem any of the provisions restrictive covenants contained in this section (the “Restrictive Covenants”)Section 13, EVERYWARE shall have the following rights and remedies, each or portion of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged too extensive or unenforceable, the other provisions of this Section 13 shall nevertheless stand and agreed 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 any such breach or threatened breach will cause irreparable harm to EVERYWARE the restrictions, limitations and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any scope of the Restrictive Covenantsrestrictive covenants extend for the longest period, comprise the largest territory and are enforceable to the maximum permissible extent by law under the circumstances.

Restrictive Covenants. During (a) At all times while this Agreement remains in effect Medical Group agrees that it shall not, directly or indirectly: (i) engage in the period ownership, operation or management of time any radiation oncology practice or facilities or otherwise engage in the Executive is employed by EVERYWARE and for provision of radiation oncology services (whether as a six month period thereafter separate business or in conjunction with any other business (a “Competing Business”) within an eight (8) mile radius of the Office (the “Restricted PeriodService Area”); or (ii) have any interest, whether as owner, stockholder, partner, member, director, officer, employee or consultant in any Competing Business in the Executive Service Area. (b) At all times while this Agreement remains in effect Medical Group agrees that it shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in solicit, encourage or otherwise participate in advise patients serviced during the term of this Agreement to obtain or seek professional services from any business which competes with EVERYWARE’s Business; professional who is not an employee, independent contractor or partner of Medical Group, or (ii) become solicit, encourage or advise any employees of Manager to terminate employment with Manager for any reason whatsoever. Notwithstanding the foregoing, nothing in this Agreement is intended to prevent Medical Group from referring a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultantpatient in need of specialty services not otherwise provided by Medical Group, or creditor of any person or entity who engages or otherwise participates for other reasons in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year best interests of the date that Executive ceases patient, to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, another duly licensed professional or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)facility. (c) The Restricted Period Medical Group acknowledges that the restrictive covenants contained in this Section 13 have unique value to Manager, the breach of which cannot be adequately compensated in an action of law. Medical Group further agrees that, in the event of the breach of the restrictive covenants contained herein, Manager shall be tolled during entitled to 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 period 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 and disbursements) of, or related to, such action or proceeding. No such remedy shall be construed to be the exclusive remedy of Manager and any and all such remedies shall be held and construed to be cumulative and not exclusive of any violation rights or remedies, whether at law or in equity, otherwise available under the terms of this section by the Executive Agreement, at common law, or any period when the Executive takes significant under federal, state or local statutes, rules and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Periodregulations. (d) If the Executive breaches, or threatens to commit a breach of, any court of competent jurisdiction shall deem any of the provisions restrictive covenants contained in this section (the “Restrictive Covenants”)Section 13, EVERYWARE shall have the following rights and remedies, each or portion of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged too extensive or unenforceable, the other provisions of this Section 13 shall nevertheless stand and agreed 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 any such breach or threatened breach will cause irreparable harm to EVERYWARE the restrictions, limitations and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any scope of the Restrictive Covenantsrestrictive covenants extend for the longest period, comprise the largest territory and are enforceable to the maximum permissible extent by law under the circumstances.

Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows: (a) During Executive’s employment with the period of time the Executive is employed by EVERYWARE Company and for a six month period thereafter of one (1) year from the date of termination of Executive’s employment for any reason (the “Restricted Restriction Period”), Executive shall not, within a twenty-five mile radius of the Company’s Atlanta, Georgia office, either as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, own, manage, finance, operate, control or otherwise engage or participate in any manner or fashion in a business competitive with the Company. (b) Executive further agrees, for the benefit of the Company and its affiliates, that during the Restriction Period, Executive shall not, directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any state of other individual or representative capacity, on your behalf or any other person or entity other than the United States Company or in Canada or Mexico (the “Prohibited Area”): its affiliates (i) engage in solicit or otherwise participate in induce, or attempt to solicit or induce, directly or indirectly, any business which competes customer or prospective customer of the Company with EVERYWARE’s Businesswhom the Executive has had personal contact within the six-month period prior to the Termination Date; or (ii) become a partner, shareholder, member, other owner solicit or equity holder, principal, agent, trustee, employee, director, consultantinduce, or creditor of any person attempt to solicit or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall notinduce, directly or indirectlyindirectly any person who is, knowingly solicit or encourage during the six months prior to leave the termination of your employment of EVERYWAREwith the Company was, any an employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Periodagent of, or consultant to, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE Company or any of its subsidiariesaffiliates to terminate its, in order his or her relationship therewith, or (iii) hire or engage any person who is, or during the six months prior to induce the termination of your employment with the Company was, an employee, agent of or attempt consultant to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE the Company or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)affiliates. (c) The Restricted Period shall be tolled during Executive understands that the period of any violation provisions of this section by the Executive or any period when the Executive takes significant and material steps towards developing Section may limit Executive’s ability to earn a livelihood in a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice similar to the Executive of any tolling business of the Restricted PeriodCompany but Executive nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to you, and (v) the consideration provided hereunder is sufficient to compensate you for the restrictions contained in this Section. In consideration of the foregoing and in light of Executive’s education, skills and abilities, you agree that you shall not assert that, and it should not be considered that, any provisions of Section otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (d) If a judicial determination is made by a court of competent jurisdiction that the Executive breachestime or territory or any other restriction contained in this Agreement is an unenforceable restriction against you, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or threatens indicate to commit a breach ofbe enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the provisions other restrictions contained in this section herein. (e) In the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent event that Executive violates any of the other and severally enforceablerestrictive covenants set forth in Section, and all of which rights and remedies shall be in addition to, and not in lieu of, to any other rights and remedies remedy which may be available to EVERYWARE under (i) at law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right pursuant to any other provision of this Agreement or (iii) pursuant to any applicable equity award agreement, all outstanding stock options to purchase shares of Company common stock and remedy other unvested equity awards granted to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive shall be automatically forfeited effective as the result of any transaction constituting a breach of any of the Restrictive Covenantsdate on which such violation first occurs.

Restrictive Covenants. During (a) The Executive acknowledges and recognizes that during the period Employment Period he will be privy to confidential information of time the Corporation and further acknowledges and recognizes that the Corporation would find it extremely difficult to replace the Executive. Accordingly, in consideration of the promises contained herein and the consideration to be received by the Executive is employed by EVERYWARE and for a six month period thereafter hereunder (including, without limitation, the “Restricted Period”severance compensation described in Section 8, if any), without the prior written consent of the Corporation, the Executive shall not, directly at any time during the employer/employee relationship between the Corporation and the Executive or indirectlythe one-year period after the termination of such employer/employee relationship, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) directly or indirectly engage in or otherwise participate in, represent in any way, or be connected with, any Competing Business (as hereinafter defined) directly competing with the business which competes with EVERYWARE’s of the Corporation or any direct or indirect subsidiary or affiliate thereof in the United States, Canada or Europe, whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business; or , (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates assist others in engaging in any Competing Business in the manner described in clause (i) above, (iii) induce or solicit other employees of the Corporation or any direct or indirect subsidiary or affiliate thereof to terminate their employment with the Corporation or any such direct or indirect subsidiary or affiliate or to engage in any Competing Business or (iv) induce any entity or person with which the Corporation or any direct or indirect subsidiary or any affiliate thereof has a business which competes with EVERYWARE’s relationship to terminate or alter such business relationship. As used herein, "Competing Business. (a) During " shall mean any business involving the Restricted Perioddiscovery, development and commercialization of products in the Executive shall notUnited States, Canada or Europe if such business or the products developed or sold by it are competitive, directly or indirectly, knowingly solicit or encourage to leave at the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year time of the date that Executive ceases to be employed by EVERYWARE. Termination Date with (bA) During the Restricted Period, business of the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE Corporation or any of its subsidiariesdirect or indirect subsidiary thereof, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (cB) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”)products manufactured, EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law sold or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received distributed by the Executive as Corporation or any direct or indirect subsidiary thereof or (C) any products or business being developed or conducted by the result of Corporation or any transaction constituting a breach of any of the Restrictive Covenantsdirect or indirect subsidiary thereof.

Restrictive Covenants. During A. As an inducement for Company’s agreement to employ Executive, to provide Executive with trade secrets and other Confidential Information, and to enter into this Agreement, Executive hereby agrees that during the Term, and for a period of twenty-four (24) full calendar months after (i) the expiration of the Term (as the same may be extended) or (ii) the termination of Executive’s employment with the Company for whatever reason or cause (whichever may occur later), or for the maximum period of time the Executive permitted by law, whichever is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)less, the Executive shall not, whether for profit or not, whether on his own behalf or on behalf of any person or firm in any capacity whatsoever, engage in the "Prohibited Activity" (as hereinafter defined) within the "Relevant Geographical Area" (as hereinafter defined). Serving as a partner, member, trustee, receiver, custodian, manager, stockholder, officer, director, owner, joint venturer, associate, employee, consultant, adviser or in any other capacity whatsoever with respect to any person or firm engaged in the Prohibited Activity within the Relevant Geographical Area shall be conclusively deemed engagement in the Prohibited Activity within the Relevant Geographical Area regardless of whether such service is for profit or whether such person or firm engages in the Prohibited Activity for profit . In this Agreement, the phrase "Prohibited Activity" shall mean, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): : (i) engage in or otherwise participate in any business which competes with EVERYWAREsoliciting the Company’s Businesscustomers; or (ii) become a partner, shareholder, member, other owner working independently or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of for any person or entity who engages or otherwise participates firm involved in any business which competes with EVERYWARE’s Business. (a) During engaged in by the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed Company and/or by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled affiliates during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdictionTerm, including, without limitation, steel fabrication. For purposes of this Agreement, the phrase "Relevant Geographical Area" shall mean the area within political boundaries of the State of Texas and any and all other areas in which the Company or any of its subsidiaries or affiliates transact business; provided, however, if the geographic area defined in this Agreement Paragraph 10.A. exceeds the maximum geographic area permitted by law or for any other reason does not state a geographic area within which the provisions of this Paragraph 10 A. are enforceable, then the provisions of this Paragraph 10 A. shall apply within the maximum geographic area permitted by law in which such provisions are enforceable. B. As an inducement for Company’s agreement to employ Executive, to provide Executive with trade secrets and other Confidential Information, and to enter into this Agreement, Executive hereby agrees that during the Term, and for a period of twenty-four (24) full calendar months after: (i) the expiration of the Term (as the same may be extended) or (ii) the termination of Executive’s employment with the Company for whatever reason or cause (whichever may occur later), or for the maximum period of time permitted by law, whichever is less, Executive shall not induce or attempt to influence or persuade any employee of Company or any of its affiliates to terminate his employment with the Company (or with the applicable affiliate). C. In addition to all other remedies at law and in equity which the Company might have for Executive’s breach of the covenants set forth in this Paragraph 10, the Parties agree that in the event of any breach or attempted or threatened breach of any such covenant, the Company shall also have the right to an entry obtain a temporary restraining order, temporary injunction and permanent injunction against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any prohibiting such breach or attempted or threatened breach, merely by proving the existence of such breach, or attempted or threatened breach will cause (by a preponderance of the evidence) and without the necessity of proving either inadequacy of legal remedy or irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREharm. D. Executive’s covenants set forth in this Paragraph 10 are independent and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or any other agreement between Executive and the Company shall not affect the validity of the provisions of this Paragraph 10 or constitute a defense of Executive in any suit or action brought by the Company to enforce the provisions of this Paragraph 10 or to seek any relief from Executive’s breach thereof. E. Each of the Parties agree and stipulate that: (i) the agreements and covenants not to compete contained in this Paragraph 10 are fair and reasonable in light of all of the facts and circumstances of the relationship between Executive and the Company; (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received consideration provided by the Company is not illusory; and (iii) the consideration given by the Company under this Agreement gives rise to the Company’s interest in restraining and prohibiting Executive from engaging in the Prohibited Activity within the Relevant Geographical Area as provided under this Paragraph 10 and the result covenants not to engage in the Prohibited Activity within the Relevant Geographical Area pursuant to this Paragraph 10 are designed to enforce such consideration. The Parties are aware, however, that in certain circumstances, courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of any transaction constituting and not in derogation of the provisions of the preceding sentence, the Parties agree that if a breach of court should decline to enforce the any of the Restrictive Covenantsprovisions of this Paragraph 10, such affected provisions shall be deemed to be modified to restrict competition with the Company to the maximum extent, in both time and geography, which the court shall find enforceable. The provisions of this Paragraph 10 shall survive any termination or expiration of this Agreement, and the termination of Executive’s employment with the Company (for whatever cause or reason, as modified by Paragraph 7.B of this Agreement).

Restrictive Covenants. During Both during the period of time the Executive is employed by EVERYWARE Employment and for a six month period thereafter (the “Restricted Period”), the Executive shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During during the Restricted Period, the Executive shall will not, without the prior written consent of the Board, whether by himself, through his employees or agents and whether on his own behalf or on behalf of any person, directly or indirectly: (a) so as to compete with the Company, knowingly solicit business from or encourage to leave the employment canvas or approach any Customer or Prospective Customer in respect of EVERYWARE, any employee of EVERYWARE Restricted Products or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE.Restricted Services; (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order so as to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere compete with the relationship between Company, accept orders from, act for or have any customerbusiness dealings with, supplier, independent contractor any Customer or business relationship and EVERYWARE Prospective Customer in respect of Restricted Products or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries).Restricted Services; (c) The within the Restricted Period shall Area, be tolled during employed, engaged or interested in or provide Confidential Information to that part of a business or person which is involved in Restricted Products or Restricted Services, if the period of any violation business or person is or seeks to be in competition with the Company. For the purposes of this section sub-clause, acts done by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of outside the Restricted Period.Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products or Restricted Services in the Restricted Area; (d) If solicit or induce or endeavour to solicit or induce any person who was a Restricted Employee (and with whom the Executive breacheshad dealings during the Relevant Period) to cease working for or providing services to the Company, whether or threatens to not any such person would thereby commit a breach ofof contract; (e) employ or otherwise engage any Restricted Employee in the business of Restricted Products or Restricted Services if that business is, or seeks to be, in competition with the Company; (f) solicit or induce or endeavour to solicit or induce or approach any of Supplier to cease to deal with the provisions contained Company and shall not interfere in this section any way with any relationship between a Supplier and the Company; or (g) so as to compete with the “Restrictive Covenants”Company or reduce the Company’s business, solicit, deal with, or attempt to solicit or deal with any entity with whom it has entered into a collaboration agreement (or with whom it is in discussions to enter into a collaboration agreement), EVERYWARE shall have the following rights and remedies, each of with which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against entity the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened has had business dealings during the Relevant Period or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require about which the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenantshas Confidential Information.

Restrictive Covenants. During the period of time the Executive is (a) Participant covenants and agrees that he shall not, at all times while employed by EVERYWARE any member of the BGCP Group, whether prior to, on or after the Determination Date, from the Offer Closing Date through the expiration of the Exchange Restriction Period, and for a six month period thereafter of seven (7) years following the expiration of the Exchange Restriction Period (all such periods, collectively, the “Restricted Period”), the Executive shall not, directly or indirectly, alone or by action in concert with others (including with or through any state of the United States or in Canada or Mexico (the “Prohibited Area”): Representative): (i) engage in solicit, induce, or otherwise participate in influence, or attempt to solicit, induce or influence, any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner employee or equity holder, principal, agent, trustee, employee, director, consultant, or creditor consultant of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE BGCP or any of its subsidiariesAffiliates, in order or any member of the Cantor Group (as defined herein) to induce or attempt to induce such customer, supplier, independent contractor terminate their employment or other business relationship to cease doing business arrangements with EVERYWARE BGCP or any of its subsidiariesAffiliates or any member of the Cantor Group, or to engage in any way materially interfere Competing Business or hire, employ, engage (including as a consultant or partner) or otherwise enter into a Competing Business with any such Person; (ii) solicit any of the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE customers of BGCP or any of its subsidiaries Affiliates, or any member of the Cantor Group (including or any disparaging statements about EVERYWARE of their employees), induce such customers or their employees to reduce their volume of business with, terminate their relationship with or otherwise adversely affect their relationship with, BGCP or any of its subsidiaries).Affiliates or any member of the Cantor Group; (ciii) The do business (if such business would constitute a Competing Business) with any person who was a customer of BGCP or any of its Affiliates or any member of the Cantor Group during the twelve (12) month period prior to the applicable date during the Restricted Period on which a determination of whether any such activity constitutes a Competing Business is being made for purposes of this Agreement; (iv) directly or indirectly engage in, represent in any way, or be connected with, any Competing Business, competing with the business of BGCP or any of its Affiliates or any member of the Cantor Group, whether such engagement shall be tolled during as an officer, director, owner, employee, partner, consultant, Affiliate, investor, creditor or other participant in any Competing Business; (v) assist others in engaging in any Competing Business in the period manner described in the foregoing clause (iv); (vi) take any action that results directly or indirectly in revenues or other benefit for Participant or any third party that is or could be considered to be engaged in any activity of the nature set forth in clauses (ii) through (v) above; (vii) make or participate in the making of (including through any violation of this section Participant’s Representatives) any comments to the media (print, broadcast, electronic or otherwise) that are disparaging regarding (A) BGCP, any member of the Cantor Group or any of their Affiliates, or (B) the senior executive officers of BGCP, any member of the Cantor Group or any of their Affiliates, or are otherwise contrary to the interests of BGCP, any member of the Cantor Group or any of their Affiliates, as determined by the Executive or any period when the Executive takes significant General Partner in its sole and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice absolute discretion; (viii) breach Participant’s duty of loyalty to the Executive of any tolling of the Restricted Period.Partnership (as defined below); or (dix) If the Executive breachestake advantage of, or threatens provide another person with the opportunity to commit a breach take advantage of, any of a “corporate opportunity” (as such term would apply to the provisions contained in Partnership if it were a corporation) including opportunities related to intellectual property, which for this section purpose shall require granting BGC Partners, LLC (the “Restrictive CovenantsGeneral Partner”) a right of first refusal for the General Partner to acquire any assets, stock or other ownership interest in a business being sold by Participant or any Affiliate of Participant, if an investment in such business would constitute a “corporate opportunity” (as such term would apply to the Partnership if it were a corporation), EVERYWARE shall have that has not been presented to and rejected by the following rights General Partner or that the General Partner rejects but reserves for possible further action by the General Partner in writing, unless otherwise consented to by the General Partner in writing in its sole and remediesabsolute discretion; or (x) otherwise take any action to harm, each that ▇▇▇▇▇, or that reasonably could be expected to harm BGCP or any of which rights and remedies shall be independent its Affiliates, or any member of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdictionCantor Group, including, without limitation, any breach of the right to an entry against the Executive provisions of restraining orders and injunctions (preliminary, mandatory, temporary, and permanentSection 4(c) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREbelow. (iib) Notwithstanding the foregoing, nothing in this Section 4 shall prohibit Participant from acquiring or owning, in accordance with BGCP’s policies and procedures regarding personal securities transactions (for so long as Participant is an employee of BGCP or one of its Affiliates), less than one percent (1%) of the outstanding securities of any class of any corporation that are listed on a national securities exchange or traded in the over-the-counter market. The right and remedy to require determination of whether Participant breaches the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived Covenants set forth in Section 4(a) or received Section 4(c) shall be made in good faith by the Executive as the result Chairman of any transaction constituting a breach of any of the Restrictive CovenantsBGCP.

Restrictive Covenants. During Recognizing the period Buyer’s need to protect the goodwill of time the Executive is employed by EVERYWARE Business being purchased and for a six month period thereafter to induce the Buyer to purchase the Business and the Purchased Shares, each of the Majority Shareholders covenants and agrees with the Buyer that, if the transactions contemplated hereby are closed, no Majority Shareholder will directly or indirectly (the “Restricted Period”), the Executive including through an Affiliate of any Majority Shareholder) and shall cause its Affiliates to not, directly or indirectly, in any state of for the United States or in Canada or Mexico Restraint Period (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business.as defined below): (a) During within the Restricted PeriodRestraint Area (as defined below), compete with any Company or the Executive Buyer with respect to the Business as presently or previously conducted by any Company; provided that such Majority Shareholder shall not, directly or indirectly, knowingly solicit or encourage not be deemed in breach of this Section 9.1(a) for its passive ownership of up to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year percent (1.0%) of the date that Executive ceases to be employed by EVERYWARE.equity securities of a publicly-traded company; (b) During the Restricted Periodsolicit, the Executive shall not call ondivert, or take away or attempt to solicit, divert or take away from the Buyer or its Affiliates, for the benefit of any other Person, any customer of the Buyer or its Affiliates that was a customer of any Company as of the Closing Date or at any time within two (2) years prior to the Closing Date; (c) solicit for hire (whether as an employee or independent contractor) any employee or full-time independent contractor of the Business, or encourage any such employee or full-time independent contractor to terminate his or her relationship with the Business; (d) induce or attempt to induce any customer, supplier, independent contractor licensee, licensor, franchisee or other business relationship relation of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship the Business to cease doing business with EVERYWARE or any of its subsidiariesthe Business, or in any way materially interfere with the relationship between any such customer, supplier, independent contractor licensee or business relationship relation and EVERYWARE the Business (including making any negative statements or communications about the Buyer or any of its subsidiaries Affiliates including the Companies); or (e) divert or attempt to divert any or all of the Buyer’s or its Affiliates’ customers’ or suppliers’ business with such Person from such Person in violation of this Agreement or applicable Law (including the violation of any disparaging statements about EVERYWARE or any of its subsidiariestrade secrets law). (cf) The Restricted Period As used herein the term “compete” shall be tolled during the period of any violation of this section include engaging in competition, whether by the Executive sale of products or any period when the Executive takes significant and material steps towards developing services, directly or indirectly, as a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Periodproprietor, principal, agent, representative, employee, consultant, partner, or equityholder. (dg) If As used herein, the Executive breachesterm “Restraint Area” means the United States, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights its territories and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law territory or country where the Company conducts or has conducted business in equity: the two (i2) The right and remedy to have years preceding the Restrictive Covenants specifically enforced (without posting any bond) Closing Date, as evidenced by any court having equity jurisdiction, including, without limitationthe Companies’ records. For the avoidance of doubt, the right to an entry against Parties hereby acknowledge and agree that the Executive of restraining orders Buyer has a substantial and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARElegitimate business interest throughout the Restraint Area. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (a) The Optionee shall not, at any time during the period of time Term or during the Executive is employed by EVERYWARE and for a six eighteen month period thereafter immediately following Termination of Employment (the “Restricted Period”) directly or indirectly engage in, have any equity interest in, or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise (each, a “Position”)) that engages in any business or activity (a “Competitive Activity”) which competes with any product line that, as of Termination of Employment, the Executive shall not, directly Company or indirectly, any entity owned by the Company anywhere in any state of the United States or in Canada or Mexico (the “Prohibited Area”): world (i) engage in manufactures or otherwise participate in any business which competes with EVERYWARE’s Businessprovides; or (ii) become has taken affirmative steps to commence manufacturing or providing. Notwithstanding the foregoing (x) the Optionee shall be permitted to acquire a partner, shareholder, member, other owner passive stock or equity holderinterest in such a business provided the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business, principaland (y) the Optionee shall, agentwith the prior written consent of the Company, trustee, employee, director, consultant, be permitted to hold a Position with a such a business so long as the Optionee and all persons who directly or creditor of any person or entity who engages or otherwise participates indirectly report to the Optionee do not directly engage in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARECompetitive Activity. (b) During the Restricted Period, the Executive shall Optionee will not, and will not call onpermit any of his affiliates to, directly or indirectly, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company, or solicit establish any customer, supplier, independent contractor or other business relationship of EVERYWARE with the Optionee or any of its subsidiarieshis affiliates for any business purpose deemed competitive with any product line or service that, in order to induce or attempt to induce such customeras of Termination of Employment, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE the Company or any of its subsidiaries, entity owned by the Company anywhere in North American (i) manufactures or in any way materially interfere with the relationship between any customer, supplier, independent contractor provides; or business relationship and EVERYWARE (ii) has taken affirmative steps to commence manufacturing or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)providing. (c) The Restricted Period Except as required in the faithful performance of the Optionee’s duties and responsibilities of employment or pursuant to Section 4.7(d) the Optionee shall, in perpetuity, maintain in confidence and shall be tolled during not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the period benefit of any violation person, firm, corporation or other entity any confidential or proprietary information or trade secrets of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice relating to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdictionCompany, including, without limitation, information with respect to the right Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to an entry against the Executive employees or other terms of restraining orders and injunctions (preliminaryemployment, mandatoryor deliver to any person, temporaryfirm, and permanent) against violationscorporation or other entity any document, threatened record, notebook, computer program or actual, and whether similar repository of or not then continuing, of such covenants, it being acknowledged and agreed that containing any such breach confidential or threatened breach proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Upon termination of the Optionee’s employment with the Company for any reason, the Optionee will cause irreparable harm promptly deliver to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREthe Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes. (iid) The right Optionee may respond to a lawful and remedy valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to require the Executive Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to account such process. (e) The Optionee agrees not to disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives, stockholders or affiliates, either orally or in writing, at any time. (f) In the event the terms of this Section 4.7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (g) As used in this Section 4.7, the term “Company” shall include the Company, its parent, related entities, and pay over to EVERYWARE all compensationany of its direct or indirect Subsidiaries. (h) Notwithstanding the foregoing, profits, monies, accruals, increments of other benefits derived or received by in any case in which the Executive as the result of any transaction constituting a breach subject matter of any of subsections (a) through (c) and (e) above is covered in a written employment agreement between the Restrictive CovenantsCompany or any Subsidiary of the Company and the Optionee, the terms of that employment agreement will govern with respect to that subject matter.

Restrictive Covenants. During (a) In consideration of the period of time the Company and Luminant entering into this Agreement with Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)hereby promising and committing themselves to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, the Executive shall not, directly or indirectly: (i) at any time during or after the Employment Term, disclose any Confidential Information pertaining to the business of Luminant, the Sponsor Group, or any of their respective Affiliates, except when required to perform his duties to Luminant or one of its Affiliates, or by law or judicial process, provided that Executive gives Luminant reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in writing to: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 41st Floor (ii) at any state time during the Employment Term and for a period of the United States or in Canada or Mexico eighteen (18) months thereafter (the “Prohibited AreaNon-Compete Period”): (i) engage in ), directly or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become indirectly, act as a partnerproprietor, shareholderinvestor, memberdirector, other owner or equity holder, principal, agent, trusteeofficer, employee, directorsubstantial stockholder, consultant, or creditor partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or (iii) at any time during the Employment Term and for a period of eighteen (18) months thereafter, directly or indirectly (A) solicit customers or clients of Luminant or any of its Affiliates to terminate their relationship with Luminant or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of Luminant or any of its Affiliates, or (B) solicit or offer employment to any person who is, or entity who engages has been at any time during the twelve (12) months immediately preceding the termination of Executive’s employment, employed by Luminant or otherwise participates any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of this Section 9(a), (A) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of Luminant or its Affiliates that are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (I) is not a controlling person of, or a member of a group which competes with EVERYWARE’s Business. controls, such Person and (aII) During the Restricted Period, the Executive shall does not, directly or indirectly, knowingly solicit own 5% or encourage to leave more of any class of securities of such Person, and (B) the employment Non-Compete Period shall not be triggered by any exercise of EVERYWAREtag-along rights under the Sale Participation Agreement, any employee of EVERYWARE by and between the Company (and related parties) and Executive (the “Sale Participation Agreement”) or hire any employee of EVERYWARE for a period of one year of Drag Transaction (as defined in the Sale Participation Agreement) that may occur after the date that Executive ceases to be employed by EVERYWAREhereof. (b) During Notwithstanding clause (a) above, if at any time a court holds that the Restricted Periodrestrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive shall not call onhas had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or solicit threatened breach of this Agreement, Luminant, the Company or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any customer, supplier, independent contractor or other business relationship court of EVERYWARE or any of its subsidiaries, competent jurisdiction for specific performance and/or injunctive relief in order to induce enforce, or attempt to induce such customerprevent any violations of, supplier, independent contractor the provisions hereof (without the posting of a bond or other business relationship security). Notwithstanding the foregoing, in the event Executive breaches the covenants set forth in this Section 9, the Company’s rights and remedies with respect Executive’s Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder’s Agreement, by and between the Company (and related parties) and Executive (the “Management Stockholder’s Agreement”) shall be limited to cease doing business with EVERYWARE or any those set forth in Section 22(c) of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)Management Stockholder’s Agreement. (c) The Restricted Period For purposes of this Agreement, the terms listed below shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equitydefined as follows: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (a) In consideration of the period of time the Company entering into this Agreement with Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)hereby promising and committing itself to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, the Executive shall not, directly or indirectly: (i) at any time during or after the Employment Term, in disclose any state Confidential Information pertaining to the business of the United States Company, the Sponsor Group, or any of their respective Affiliates, except when required to perform his duties to the Company or one of its Affiliates, or by law or judicial process, provided that Executive gives the Company reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in Canada or Mexico writing to: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 41st Floor (ii) at any time during the Employment Term and for a period of eighteen (18) months thereafter (the “Prohibited AreaNon-Compete Period”): (i) engage in ), directly or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become indirectly, act as a partnerproprietor, shareholderinvestor, memberdirector, other owner or equity holder, principal, agent, trusteeofficer, employee, directorsubstantial stockholder, consultant, or creditor partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or (iii) at any time during the Employment Term and for a period of eighteen (18) months thereafter, directly or indirectly (A) solicit customers or clients of the Company or any of its Affiliates to terminate their relationship with the Company or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of the Company or any of its Affiliates, or (B) solicit or offer employment to any person who is, or entity who engages has been at any time during the twelve (12) months immediately preceding the termination of Executive’s employment, employed by the Company or otherwise participates any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of this Section 8(a), (A) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates that are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (I) is not a controlling person of, or a member of a group which competes with EVERYWARE’s Business. controls, such Person and (aII) During the Restricted Period, the Executive shall does not, directly or indirectly, knowingly solicit own 5% or encourage to leave more of any class of securities of such Person, and (B) Section 8(a)(ii) shall not be violated by reason of any exercise of tag-along rights under the employment of EVERYWARESale Participation Agreement, any employee of EVERYWARE by and between the Company (and related parties) and Executive (the “Sale Participation Agreement”) or hire any employee of EVERYWARE for a period of one year of Drag Transaction (as defined in the Sale Participation Agreement) that may occur after the date that Executive ceases to be employed by EVERYWAREhereof. (b) During Notwithstanding clause (a) above, if at any time a court holds that the Restricted Periodrestrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive shall not call onhas had access to Confidential Information, the Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or solicit threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any customer, supplier, independent contractor or other business relationship court of EVERYWARE or any of its subsidiaries, competent jurisdiction for specific performance and/or injunctive relief in order to induce enforce, or attempt to induce such customerprevent any violations of, supplier, independent contractor the provisions hereof (without the posting of a bond or other business relationship security). Notwithstanding the foregoing, in the event Executive breaches the covenants set forth in this Section 8, the Company’s rights and remedies with respect Executive’s Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder’s Agreement, by and between the Company (and related parties) and Executive (the “Management Stockholder’s Agreement”) shall be limited to cease doing business with EVERYWARE or any those set forth in Section 22(c) of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)Management Stockholder’s Agreement. (c) The Restricted Period For purposes of this Agreement, the terms listed below shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equitydefined as follows: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During Both during the period of time the Executive is employed by EVERYWARE Employment and for a six month period thereafter (the “Restricted Period”), the Executive shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During during the Restricted Period, the Executive shall will not, without the prior written consent of the Company (such consent not to be unreasonably withheld), whether by himself, through his employees or agents or otherwise and whether on his own behalf or on behalf of any person, directly or indirectly: (a) so as to compete with the Company, knowingly solicit business from or encourage to leave the employment canvas any Customer or Prospective Customer in respect of EVERYWARE, any employee of EVERYWARE Restricted Products or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE.Restricted Services; (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order so as to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere compete with the relationship between Company, accept orders from, act for or have any customerbusiness dealings with, supplier, independent contractor any Customer or business relationship and EVERYWARE Prospective Customer in respect of Restricted Products or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries).Restricted Services; (c) The within the Restricted Period shall Area, be tolled during employed or engaged or at all interested (except as a Minority Holder) in that part of a business or person which is involved in the period business of any violation researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products or Restricted Services, if the business or person is or seeks to be in competition with the Company. For the purposes of this section sub-clause, acts done by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of outside the Restricted Period.Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products or Restricted Services in the Restricted Area; (d) If solicit or induce or endeavour to solicit or induce any person who on the Termination Date, was a Restricted Employee (and with whom the Executive breacheshad dealings during the Relevant Period) to cease working for or providing services to the Company, whether or threatens to not any such person would thereby commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity:contract; (ie) The right and remedy employ or otherwise engage any Restricted Employee in the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products or Restricted Services if that business is, or seeks to have be, in competition with the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE.Company; or (iif) The right solicit or induce or endeavour to solicit or induce any Supplier to cease to deal with the Company and remedy to require shall not interfere in any way with any relationship between a Supplier and the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive CovenantsCompany.

Restrictive Covenants. During the The Principal agrees that for a period of time two years starting on the Executive is employed by EVERYWARE and for a six month period thereafter Effective Date: (the “Restricted Period”), the Executive shall a) He will not, directly or indirectly, engage in, invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any state of manner connected with, lend his name to, or render services or advice to, any Person whose products or activities compete, in whole or in part, directly or indirectly, with the Business, anywhere within Canada or the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business.States; (ab) During the Restricted Period, the Executive shall He will not, directly or indirectly, knowingly solicit for or encourage to leave the employment on behalf of EVERYWAREany Person, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (bi) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such any Person who was a dealer, customer, supplier, independent contractor licensee, licensor, distributor, or other who otherwise had any business relationship with any Seller at any time within the 10 years prior to cease doing the Closing or who was actively being solicited by any Seller for business (each, a "Covered Counterparty") to terminate such Covered Counterparty's relationship with EVERYWARE or any of its subsidiariesSpartan, or (ii) in any way materially interfere with the relationship between Spartan and any customersuch Covered Counterparty, supplier, independent contractor or (iii) solicit or accept the business relationship and EVERYWARE or of any Covered Counterparty for purposes of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries).competing with the Business; and (c) The Restricted Period shall be tolled during the period He will not, directly or indirectly, for or on behalf of any violation of this section by the Executive Person, (i) induce or attempt to induce any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive Person who was an employee of any tolling Seller at any time within the one year period prior to Closing (each, a "Covered Employee") to terminate such Covered Employee's employment with Spartan, (ii) in any way interfere with the relationship between Spartan and any such Covered Employee, or (iii) hire or engage as an independent contractor any such Covered Employee for any purpose, without the prior written consent of Spartan. Notwithstanding the Restricted Periodforegoing, the restrictions set forth in this Section 1(c) shall not apply with respect to a Covered Employee whose employment was terminated by Spartan. (d) If Notwithstanding anything in this Agreement to the Executive breachescontrary, no covenants or threatens other restriction in this Agreement shall apply with respect to commit ownership of a breach of, any publicly traded corporation or other entity provided that Principal (a) owns less than 2% of the provisions contained in this section outstanding publicly traded interests, and (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent b) is not an officer or director of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREentity. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (a) In consideration of the period of time the Company and TXU Energy entering into this Agreement with Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)hereby promising and committing themselves to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, the Executive shall not, directly or indirectly: (i) at any time during or after the Employment Term, disclose any Confidential Information pertaining to the business of TXU Energy, the Company, the Sponsor Group, or any of their respective Affiliates, except when required to perform his duties to TXU Energy, the Company or one of its Affiliates, or by law or judicial process, provided that Executive gives the Company reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in writing to: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 41st Floor (ii) at any state time during the Employment Term and for a period of the United States or in Canada or Mexico eighteen (18) months thereafter (the “Prohibited AreaNon-Compete Period”): (i) engage in ), directly or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become indirectly, act as a partnerproprietor, shareholderinvestor, memberdirector, other owner or equity holder, principal, agent, trusteeofficer, employee, directorsubstantial stockholder, consultant, or creditor partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or (iii) at any time during the Employment Term and for a period of eighteen (18) months thereafter, directly or indirectly (A) solicit customers or clients of TXU Energy, the Company or any of its Affiliates to terminate their relationship with TXU Energy, the Company or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of TXU Energy, the Company or any of its Affiliates, or (B) solicit or offer employment to any person who is, or entity who engages has been at any time during the twelve (12) months immediately preceding the termination of Executive’s employment, employed by TXU Energy, the Company or otherwise participates any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business which competes that competes, directly or indirectly, with EVERYWARE’s Business. the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of this Section 8(a), (aA) During Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the Restricted Periodbusiness of TXU Energy, the Company or its Affiliates that are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive shall (I) is not a controlling person of, or a member of a group which controls, such Person and (II) does not, directly or indirectly, knowingly solicit own 5% or encourage to leave more of any class of securities of such Person, and (B) Section 8(a)(ii) shall not be violated by reason of any exercise of tag-along rights under the employment of EVERYWARESale Participation Agreement, any employee of EVERYWARE by and between the Company (and related parties) and Executive (the “Sale Participation Agreement”) or hire any employee of EVERYWARE for a period of one year of Drag Transaction (as defined in the Sale Participation Agreement) that may occur after the date that Executive ceases to be employed by EVERYWAREhereof. (b) During Notwithstanding clause (a) above, if at any time a court holds that the Restricted Periodrestrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive shall not call onhas had access to Confidential Information, the Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or solicit threatened breach of this Agreement, TXU Energy, the Company or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any customer, supplier, independent contractor or other business relationship court of EVERYWARE or any of its subsidiaries, competent jurisdiction for specific performance and/or injunctive relief in order to induce enforce, or attempt to induce such customerprevent any violations of, supplier, independent contractor the provisions hereof (without the posting of a bond or other business relationship security). Notwithstanding the foregoing, in the event Executive breaches the covenants set forth in this Section 8, the Company’s rights and remedies with respect Executive’s Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder’s Agreement, by and between the Company (and related parties) and Executive (the “Management Stockholder’s Agreement”) shall be limited to cease doing business with EVERYWARE or any those set forth in Section 22(c) of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)Management Stockholder’s Agreement. (c) The Restricted Period For purposes of this Agreement, the terms listed below shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equitydefined as follows: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (a) From the period date of time this Agreement until the Executive is employed by EVERYWARE and for a six month period thereafter second (2nd) anniversary of the Closing (the “Restricted Period”), the Executive GSRP Parties shall not, and shall cause their respective Controlled Affiliates not to, directly or indirectly, in solicit (or encourage any state other Person to solicit) the employment or engagement of the United States services of, employ or in Canada engage as an independent contractor or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person who is or entity who engages was employed as an employee of a GSAM Entity or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During of their respective Controlled Affiliates at any time during the Restricted Period; provided, that the restrictions in this sentence shall not apply to solicitation or employment of the GSAM Subject Employees as set forth in Section 2.02 or the receipt of services under the TSA. In addition, for a period of two (2) years commencing from and after the Closing, the Executive GSAM Entities shall not, and shall cause their Controlled Affiliates not to, directly or indirectly, knowingly solicit (or encourage any other Person to leave solicit) the employment or engagement of EVERYWAREservices of, employ or engage as an independent contractor or consultant, any person who is or was employed as an employee of EVERYWARE a GSRP Entity at any time during the Restricted Period. Notwithstanding anything in this Section 6.03(a) to the contrary, the GSAM Entities, the GSRP Entities and their respective Controlled Affiliates shall not be prohibited from directly or indirectly making general advertisements (including online or in print media) not targeting specific employees (or groups of employees) of the other; provided, that such Person shall not be permitted to hire any employee of EVERYWARE for a period of one year of the date that Executive ceases such employees who either respond to be employed by EVERYWAREsuch advertisements or who otherwise initiate discussions regarding employment or engagement. (b) During From and after the Restricted PeriodClosing until the earliest of (i) the sixth year anniversary of the consummation of an IPO or Sale, (ii) the consummation of a Liquidation and (iii) (1) in respect of any Non-Compete Change of Control that is consummated after completion of the IPO and prior to the second anniversary of the completion of the IPO, the Executive shall not call onsecond anniversary of such IPO, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, and (2) in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period respect of any violation Non-Compete Change of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business Control that is in competition with EVERYWARE. EVERYWARE shall provide written notice to consummated on or after the Executive second anniversary of any tolling completion of the Restricted Period. (d) If the Executive breachesIPO, or threatens to commit a breach of, any upon consummation of the provisions contained in this section such Non-Compete Change of Control (the “Restrictive CovenantsNon-Compete Period”), EVERYWARE the GSRP Parties (which for purposes of this clause (b) shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, includinginclude, without limitation, any Person formed by or on behalf of the GSRP Parties for the purpose of holding all or substantially all of the assets of the GSRP Parties or for the purpose of spinning off any business of the GSRP Parties to the equity holders of the GSRP Parties) shall not, and shall cause their respective present and future Affiliates that the GSRP Parties Control directly or indirectly (“Controlled Affiliates”) (the GSRP Parties and their Controlled Affiliates collectively, the “GSRP Restricted Parties”) not to (A) engage in Investment Management Activities, whether as a manager, member of an investment committee, adviser, subadviser or otherwise, (B) own any interest (other than, with respect to publicly-listed companies, a less than 5% equity interest) in any Person engaged in Investment Management Activities (in each case, other than with respect to ownership of interests where GSRP Restricted Parties or any employees or personnel thereof do not participate in the management of such Person’s business), or (C) receive or have a contractual right to an entry against receive any Compensation relating to Investment Management Activities of any Restricted Third Parties, if any GSRP Restricted Person or any employees or personnel thereof participate in the Executive management of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, the business of such covenants, it being acknowledged and agreed that any such breach Person. “Investment Management Activities” shall mean: (w) providing or threatened breach will cause irreparable harm agreeing to EVERYWARE and that money damages will not provide adequate remedy recommendations or make decisions with respect to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments purchase or sale of other benefits derived or received by the Executive as the result assets of any transaction constituting type for a breach Restricted Third Party in exchange for Compensation; (x) (i) meeting the definition of any of the Restrictive Covenants.an investment company under the

Restrictive Covenants. During (a) In the event that ▇▇▇▇▇▇’ employment with the Company is terminated for any reason, ▇▇▇▇▇▇ agrees that, during the period beginning on the effective date of time such termination and ending on the Executive date which is employed by EVERYWARE and for a six month period thereafter thirty (30) months after the “Restricted Period”)effective date of such termination, the Executive shall he will not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): : (i) engage in serve as an officer, director, employee, principal, partner, agent, contractor or consultant of or for, or otherwise participate have a financial interest in, any Prohibited Business (as defined in Section 7(c) below) which sells or offers to sell products or services in competition with the Company or any of its subsidiaries or affiliates in the Geographic Territory (as defined in Section 7(c) below); provided that this covenant will not prevent ▇▇▇▇▇▇ from purchasing or owning not more than five percent (5%) of any class of securities of any corporation, whether or not such corporation is a Prohibited Business; (ii) sell or offer to sell to any Person in the Geographic Territory any goods or services of any type then sold or offered by the Company or any of its subsidiaries or affiliates; (iii) otherwise knowingly interfere with or cause a reduction or termination of the business between the Company or any of its subsidiaries or affiliates and any customer or prospective customer of the Company or any of its subsidiaries or affiliates; (iv) hire or attempt to hire any person employed or engaged by the Company or any of its subsidiaries or affiliates or encourage or solicit any such person to terminate his or her employment or engagement with the Company or such subsidiary or affiliate of the Company; (v) knowingly interfere with or cause a reduction or termination of the business relationship between the Company or any of its subsidiaries or affiliates and any business which competes with EVERYWARE’s Businesssupplies or supplied goods or services to the Company or its subsidiaries or affiliates; or (vi) make any public statement which is either intended to be or (ii) become a partner, shareholder, member, other owner reasonably likely to be injurious or equity holder, principal, agent, trustee, employee, detrimental to the Company or any of its subsidiaries or affiliates or which is derogatory to any current or former director, consultant, officer or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE the Company or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWAREits subsidiaries or affiliates. (b) During ▇▇▇▇▇▇ acknowledges and agrees that, given the Restricted Periodnature of the businesses in which the Company and its subsidiaries and affiliates are engaged and given his past service as President and Chief Executive Officer of the Company, the Executive shall restrictive covenants contained in Section 7(a) above are reasonable in the sense that they are no greater than is necessary to protect the legitimate interests of the Company and not call onunduly harsh and oppressive in curtailing ▇▇▇▇▇▇’ legitimate efforts to earn a livelihood. The parties therefore intend that these restrictive covenants be enforced to the fullest extent permitted by applicable law. Each of these restrictive covenants is a separate and independent contractual provision. (c) For purpose of this Agreement, or solicit “Prohibited Business” means any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, Person that is in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere competition with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE Company or any of its subsidiaries (including or affiliates or that provides goods or services of any disparaging statements about EVERYWARE type provided by the Company or any of its subsidiaries)subsidiaries or affiliates; and “Geographic Territory” means the United States, Western Europe and India. (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. (a) During the period beginning on the Closing Date and ending on the fourth anniversary of time the Executive is employed by EVERYWARE and for a six month period thereafter Closing Date (the “Restricted Non-Compete Period”), each Seller, for itself and on behalf of each of its controlled Affiliates other than the Executive Target Companies (each, a “Seller Restricted Party”), agrees, in addition to any other obligation imposed by this Section 7.14, that such Seller Restricted Party shall not, directly or indirectly, through any other Person, during the Non-Compete Period, engage in, render any services to, have any ownership in any state (other than as a passive owner of not more than 5% of the United States outstanding stock of any class of a corporation that is publicly traded, so long as the Seller Restricted Party has no active participation in the business of such corporation), participate in the financing, operation, management or control of, or assist any other Person to engage in, whether as an employee, independent contractor, consultant, partner, shareholder or otherwise, a business which is competitive with or similar to the Business as conducted or as contemplated to be conducted as of the Closing anywhere in Canada the world. In addition, no Seller Restricted Party shall, at any time, represent that it is continuing to carry on the Business or Mexico operations of any Target Company, and each Seller Restricted Party shall immediately inform any Person that inquires about any Target Company that the Target Companies have been sold to Buyers, and such Seller Restricted Party shall promptly inform US Buyer of such inquiry. (b) Each Seller Restricted Party further agrees that, during the period beginning on the Closing Date and ending on the fourth anniversary of the Closing Date (the “Prohibited AreaNon-Solicit Period”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner), shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the such Seller Restricted Period, the Executive Party shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, through any employee of EVERYWARE or hire other Person in any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. manner (bi) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customerany employee of the Target Companies, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE any Buyer or any Subsidiary of its subsidiariesany Buyer that is engaged in the Business at the Closing Date to terminate employment with such entity or solicit or attempt to solicit any such employee (provided that general solicitations for employment that are not specifically targeted at any such employees or groups of employees shall not be prohibited hereby) or hire any such employee within 12 months of such termination of employment, or in (ii) solicit or entice, or attempt to solicit or entice, any way materially interfere with the relationship between customers, suppliers, licensees, licensors, clients or distributors of any customer, supplier, independent contractor Target Company for purposes of diverting their business or business relationship and EVERYWARE or services from any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)Target Company. (c) The Each Buyer, for itself and on behalf of each of its controlled Affiliates (each, a “Buyer Restricted Period shall be tolled Party”), agrees that, during the period Non-Solicit Period, such Buyer Restricted Party shall not, directly or indirectly, through any other Person in any manner induce or attempt to induce any employee of any violation of this section by the Executive Seller or any of its Subsidiaries (other than the Target Companies) with an annual salary in excess of $100,000 at the Closing Date to terminate employment with such entity or solicit or attempt to solicit any such employee (provided that general solicitations for employment that are not specifically targeted at any such employees or groups of employees shall not be prohibited hereby) or hire any such employee within three months of such termination of employment; provided, however, that for the 90 day period when immediately following the Executive takes significant and material steps towards developing a business plan for a business that is Closing, the restrictions in competition this Section 7.14(c) shall not apply with EVERYWARE. EVERYWARE shall provide written notice respect to the Executive of any tolling individuals listed in Section 7.14(c) of the Restricted PeriodDisclosure Schedule. (d) Each Seller Restricted Party further agrees that, from and after the Closing Date, such Seller Restricted Party shall not, directly or indirectly, through any other Person make or publish, verbally or in writing, any statements concerning any Buyer, the Target Companies or any of their respective Affiliates or any of their respective Representatives which statements are injurious to any Buyer, the Target Companies or any of their respective Affiliates or any of their respective Representatives; provided, however, that such restrictions shall not apply to any confidential communications with any Governmental Entity (including communications made in the course of any government investigation). (e) Each Buyer Restricted Party agrees that, from and after the Closing Date, such Buyer Restricted Party shall not, directly or indirectly, through any other Person make or publish, verbally or in writing, any statements concerning any Seller, any Non-Company Affiliate or any of their respective Representatives which statements are injurious to any Seller, any Non-Company Affiliate or any of their respective Representatives; provided, however, that such restrictions shall not apply to any confidential communications with any Governmental Entity (including communications made in the course of any government investigation). (f) The terms of this Section 7.14 shall apply to any Seller Restricted Party and any Buyer Restricted Party that is not one of the Parties to the same extent as if it were a party hereto, and each Seller and each Buyer, respectively, shall take whatever actions may be necessary to cause any of its controlled Affiliates to adhere to the terms of this Section 7.14. (g) If any Governmental Entity determines that the Executive breachesforegoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or threatens space, such Governmental Entity is hereby requested and authorized by the Parties to commit revise the foregoing restriction to include the maximum restrictions allowable under applicable Law. Each Seller Restricted Party acknowledges, however, that this Section 7.14 has been negotiated by the Parties and that the geographical and time limitations, as well as the limitation on activities, are reasonable in light of the circumstances pertaining to the Business and operations of the Target Companies. (h) In the event of any breach or threatened breach by any Seller Restricted Party or any Buyer Restricted Party of any provision of this Section 7.14, as applicable, Buyers or Sellers, respectively, shall be entitled to injunctive or other equitable relief, without the obligation to post bond or similar security, restraining such party from engaging in conduct that would constitute a breach of, any of the provisions contained in obligations of such party under this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies Section 7.14. Such relief shall be in addition to, to and not in lieu of, of any other rights and remedies available that may be available, including an action for the recovery of Losses (which Losses, if any, shall not be subject to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenantslimitations under Article IX).

Restrictive Covenants. During Both during the period of time the Executive is employed by EVERYWARE Employment and for a six month period thereafter (the “Restricted Period”), the Executive shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During during the Restricted Period, the Executive shall will not, without the prior written consent of the Board, whether by himself, through his employees or agents and whether on his own behalf or on behalf of any person, directly or indirectly: (a) so as to compete with the Company, knowingly solicit business from or encourage to leave the employment canvas or approach any Customer or Prospective Customer or business partner in respect of EVERYWARE, any employee of EVERYWARE Restricted Products or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE.Restricted Services; (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order so as to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere compete with the relationship between Company, accept orders from, act for or have any customerbusiness dealings with, supplier, independent contractor any Customer or Prospective Customer or business relationship and EVERYWARE partner in respect of Restricted Products or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries).Restricted Services; (c) The within the Restricted Period shall Area, be tolled during employed, engaged or interested in or provide Confidential Information to that part of a business or person which is involved in Restricted Products or Restricted Services, if the period of any violation business or person is or seeks to be in competition with the Company. For the purposes of this section sub-clause, acts done by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of outside the Restricted Period.Area shall nonetheless be deemed to be done within the Restricted Area where their primary purpose is to distribute, sell, supply or otherwise deal with Restricted Products or Restricted Services in the Restricted Area; (d) If solicit or induce or endeavour to solicit or induce any person who was a Restricted Employee (and with whom the Executive breacheshad dealings during the Relevant Period) to cease working for or providing services to the Company, whether or threatens to not any such person would thereby commit a breach ofof contract; (e) employ or otherwise engage any Restricted Employee in the business of Restricted Products or Restricted Services if that business is, or seeks to be, in competition with the Company; (f) solicit or induce or endeavour to solicit or induce or approach any Supplier to cease to deal with the Company and shall not interfere in any way with any relationship between a Supplier and the Company; or (g) so as to compete with the Company or reduce the Company’s business, solicit, deal with, or attempt to solicit or deal with, any key business partners of the provisions contained Company, including any entity with whom it has entered into a collaboration agreement (or with whom it is in this section (the “Restrictive Covenants”discussions to enter into a collaboration agreement), EVERYWARE shall have the following rights and remedies, each of with which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against entity the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened has had business dealings during the Relevant Period or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require about which the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenantshas Confidential Information.

Restrictive Covenants. (a) During the period of time the Executive is employed by EVERYWARE Term and for a six month period thereafter of one (the “Restricted Period”), the Executive 1) year after termination of your employment hereunder you shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in solicit, induce or otherwise participate in cause any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person individual or entity who engages with whom the Company had a business relationship to reduce or otherwise participates in terminate such Person’s business relationship with the Company or any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive of its affiliates or its successors or assigns; and you shall not, directly or indirectly, knowingly solicit approach any such individual or encourage to leave entity for any such purpose, or authorize or assist in the employment taking of EVERYWAREany of such actions for any such purpose or authorize or assist in the taking of any such actions by any individual or entity, (ii) engage in any Restricted Activity, (iii) acquire, or own in any manner, any employee interest in any entity that engages in any Restricted Activity, or that engages in any business, activity or enterprise that directly competes with the Restricted Activity, or (iv) be interested in (whether as an owner, director, officer, partner, member, manager, joint venturer, lender, shareholder, vendor, consultant, employee, advisor, agent, independent contractor or otherwise), or otherwise participate in the management or operation of, any entity that engages in any Restricted Activity or in any business, activity or enterprise that directly competes with the Restricted Activity; provided, however, that this Section 10(a) shall not apply to the ownership of EVERYWARE or hire any employee of EVERYWARE for a period of one year less than five percent (5%) of the date outstanding stock of any Person who has a class of securities that Executive ceases to be employed by EVERYWAREis publicly traded. (b) During the Restricted PeriodTerm and for a period of one (1) year after termination of your employment hereunder you shall not, directly or indirectly (i) hire or offer employment to or seek to hire any employee of the Executive shall not call onCompany or any successor or affiliate thereof, unless the Company first terminates the employment of such employee or gives its written consent to such employment or offer of employment, (ii) induce, solicit, persuade or encourage (or in any manner attempt to induce, solicit, persuade or encourage), or solicit cause or authorize any customerother individual or entity to induce, suppliersolicit, independent contractor persuade or other business relationship of EVERYWARE encourage, any such employee or any other such employee of its subsidiariesthe Company or any successor or affiliate thereof, to leave the employ of his or her employer, (iii) induce, solicit, persuade or encourage (or in order to induce or any manner attempt to induce such customerinduce, suppliersolicit, independent contractor persuade or encourage), or cause or authorize any other business relationship individual or entity to cease induce, solicit, persuade or encourage, any individual or entity to cease, diminish or not commence doing business with EVERYWARE the Company or any of its subsidiaries, successor or in any way materially interfere with affiliate thereof or (iv) disparage the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE Company or any of its subsidiaries (including successor or affiliate thereof or the business in which the Company is engaged to any disparaging statements about EVERYWARE individual or any of its subsidiaries)entity. (c) The Restricted Period shall be tolled during the period of any violation For purposes of this section by Section 10, the Executive or term “Restricted Activity” means any period when the Executive takes significant and material steps towards developing a business plan for a business activity that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breachesis, or threatens would reasonably be deemed to commit a breach ofbe, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: competitive with (i) The right and remedy any aspect of the business in which the Company is engaged (1) as operated on the date of this Agreement or (2) as contemplated by the Company to have be operated in the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdictionfuture as of the date of this Agreement, includingin each case, without limitationanywhere in the world where the Company’s business may be conducted from time to time, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require any business in which the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of Company and/or any of its affiliates are engaged in or has plans to engage in as of the Restrictive Covenantsdate of termination of your employment hereunder.

Restrictive Covenants. During (a) Subject to the provisions of paragraphs (b) and (c) below, Seller agrees that, during the two (2)-year period following the Closing Date, Seller will not, and will not permit any of time its Subsidiaries to: (i) create, form or acquire a company or operating unit, or expand an existing company or unit so that, the Executive principal business of which is employed by EVERYWARE to provide Clerical/Administrative Personnel, finance and for accounting personnel or legal personnel, on a six month period thereafter temporary, “temp-to-perm” or direct hire basis, to customers located in the United States or Canada (the “Restricted PeriodBusiness”), the Executive shall not, directly or indirectly, enter into a Contract with a customer located in any state of the United States or in Canada or Mexico where the projected fees for the Restricted Business represent more than fifty percent (50%) of the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Businesstotal fees under such Contract; or or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage entice any Protected Employee to leave the enter into an employment or consulting relationship with Seller or any of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWAREits Subsidiaries. (b) During The restrictions in Section 4.17(a) shall not apply to or limit (i) the business conducted by Management Recruiters International, Inc. and its Subsidiaries and their direct and indirect franchisees or (ii) the provision of Clerical/Administrative Personnel on a direct hire basis by Seller’s “PRO” business. Buyer acknowledges that in certain cases Seller and its Subsidiaries currently engage in and intend in the future to engage in the Restricted PeriodBusiness in connection with, the Executive shall not call onand ancillary to, or solicit any customer, supplier, independent contractor or providing other business relationship of EVERYWARE or any of its subsidiaries, in order services to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries customers (including any disparaging statements about EVERYWARE under managed staffing arrangements) and that this Section 4.17 is not intended to and does not restrict or any limit such activity so long as fifty percent (50%) or less of its subsidiaries)the total fees under the Contract with a customer are derived from the Restricted Business. (c) The Restricted Period restrictions in Section 4.17(a) shall be tolled not apply to or limit: (i) solicitations of former employees of the Company or its Subsidiaries who were terminated by the Company or its Subsidiaries on or after the Closing; (ii) solicitations of any person who has not been employed by the Company or any of its Subsidiaries during the six (6)-month period prior to the initial solicitation or enticement; or (iii) general solicitations not targeted to employees of any violation of this section by the Executive Company or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Periodits Subsidiaries (such as newspaper advertisements or web postings). (d) Seller acknowledges and agrees that the provisions of this Section 4.17 are reasonable and necessary to protect the legitimate business interests of Buyer. Seller shall not contest that Buyer’s remedies at law for any breach or threat of breach by Seller or any of its Subsidiaries of the provisions of this Section 4.17 will be inadequate, and that Buyer shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 4.17 and to enforce specifically such terms and provisions, in addition to any other remedy to which Buyer may be entitled at law or equity. (e) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”)Section 4.17 shall for any reason be held to be excessively broad as to duration, EVERYWARE shall have the following rights and remediesscope, each of which rights and remedies activity or subject, then such provision shall be independent of construed by limiting and reducing it, so as to be valid and enforceable to the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under extent compatible with the applicable law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) determination by any a court having equity of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During To assure that Buyer and the period Acquired Entities will realize the benefits of time the Executive Transactions, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ hereby agrees not to: (a) From the Closing Date until that date that is employed by EVERYWARE and for a six month period thereafter five (5) years after the “Restricted Period”), the Executive shall notClosing Date, directly or indirectly, alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor or Equity Interest holder of, or lender to, any Person or business, engage in any state the business of the United States manufacturing, selling or in Canada leasing seismic data acquisition or Mexico processing equipment or technology (the “Prohibited AreaRelevant Business”): ) anywhere in (i) engage in Canada, (ii) the United Arab Emirates, (iii) Russia, (iv) China, (v) India or otherwise participate in (vi) the United States. (b) From the Closing Date until that date that is five (5) years after the Closing Date, directly or indirectly (A) induce any Person that is a customer of Buyer, any of the Acquired Entities or any of their Affiliates to patronize any business which competes directly or indirectly in competition with EVERYWARE’s Businessthe Relevant Business conducted by Buyer, the Acquired Entities or any of their Affiliates; (B) canvass, solicit or accept from any Person who is a customer of Buyer, either of the Acquired Entities or any of their Affiliates, any such competitive business; or (iiC) become with respect to the Relevant Business, request or advise any Person who is a partnercustomer or vendor of Buyer, shareholdereither of the Acquired Entities or any of their Affiliates, memberto withdraw, other owner curtail or equity holdercancel any such customer’s or vendor’s business with such Person; provided, principalhowever, agent, trustee, employee, director, consultant, that a general solicitation or creditor advertisement originating outside of any person and not specifically targeted to or entity who engages reasonably expected to target the territory as to which such Seller is restricted from under this Agreement at such time shall not be deemed in and of itself to violate the prohibitions of (A) or otherwise participates in any business which competes with EVERYWARE’s Business(B) of this subparagraph. (ac) During From the Restricted PeriodClosing Date until that date that is six months after the Closing Date, directly or indirectly employ or knowingly permit any Affiliate of such Seller to employ any person who was employed by Buyer with respect to the Executive shall notRelevant Business, either of the Acquired Entities or any of their Affiliates within the prior six months. (d) From the Closing Date until that date that is five (5) years after the Closing Date, directly or indirectly, knowingly (A) solicit for employment by such Seller, his Affiliates or encourage to leave the employment of EVERYWAREanyone else, any employee or then currently active independent contractor with respect to the Relevant Business of EVERYWARE or hire any employee of EVERYWARE for a period of one year Buyer, either of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE Acquired Entities or any of its subsidiariestheir Affiliates, in order or any person who was an employee or then currently active independent contractor of Buyer, either of the Acquired Entities or any of their Affiliates, within the six-month period immediately preceding such solicitation of employment, other than such person (1) whose employment or independent contractor relationship was terminated by the applicable Person, or (2) who independently responded to a general solicitation for employment by such Seller or such Seller’s Affiliate; or (B) induce or attempt to induce such customerinduce, supplier, any employee or independent contractor or other business relationship with respect to cease doing business with EVERYWARE the Relevant Business of Buyer, either of the Acquired Entities or any of its subsidiariestheir Affiliates, to terminate such employee’s employment or independent contractor’s active contractual relationship with such Person. (e) From the Closing Date until that date that is five (5) years after the Closing Date, directly or indirectly, call on any Acquisition Candidate with the Knowledge of such Acquisition Candidate’s status as such, for the purpose of acquiring, or in arranging the acquisition of, that Acquisition Candidate by any way materially interfere with Person other than Buyer, either of the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE Acquired Entities or any of their Affiliates. Notwithstanding the foregoing, the beneficial ownership of less than 3% of the Equity Interests of any Person having a class of Equity Interest actively traded on a Canadian or U.S. securities exchange or the NASDAQ Stock Market shall not be deemed, in and of itself, to Breach the prohibitions of this Section 5.5. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ agrees and acknowledges that the restrictions in this Section 5.5 are reasonable in scope and duration and are necessary to protect Buyer and the Acquired Entities and their Subsidiaries after the Closing. If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ is found to have Breached this Section 5.5, then, in addition to all other remedies that may be available to Buyer, an amount of time equal to the period ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ was found to be in Breach of this Section 5.5 shall be added to the time periods contemplated by this Section 5.5. If any provision of this Section 5.5, as applied to any Party or to any circumstance, is adjudged by a Governmental Authority, arbitrator or mediator not to be enforceable in accordance with its subsidiaries (including terms, the same will in no way affect any disparaging statements about EVERYWARE other circumstance or the enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held not to be enforceable in accordance with its terms because of the duration of such provision, the area covered thereby, or the scope of the activities covered, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and Buyer agree that the Governmental Authority, arbitrator or mediator making such determination shall have the power to reduce the duration, area and/or scope of activities of such provision, and/or to delete specific words or phrases, and in its subsidiaries). (c) The Restricted Period reduced form, such provision shall then be Enforceable and shall be tolled during enforced. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and Buyer agree and acknowledge that the period Breach of this Section 5.5 will cause irreparable Damage to Buyer and the Acquired Entities and upon breach of any violation provision of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling Section 5.5, Buyer and/or either of the Restricted Period. (d) If Acquired Entities shall be entitled to injunctive relief, specific performance or other equitable relief without bond or other security; provided, however, that the Executive breaches, or threatens to commit a breach of, foregoing remedies shall in no way limit any other remedies which Buyer and/or any of the provisions Acquired Entities may have. The Parties acknowledge that certain covenants of this nature will be contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each Employment Agreements of which rights and remedies shall be independent certain of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARESellers. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During a. In consideration of the period of time the Company entering into this Agreement with Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)hereby promising and committing itself to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, the Executive shall not, directly or indirectly: (i) at any time during or after the Employment Term, in disclose any state Confidential Information pertaining to the business of the United States Company, the Sponsor Group, or any of their respective Affiliates, except when required to perform his duties to the Company or one of its Affiliates, or by law or judicial process, provided that Executive gives the Company reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in Canada or Mexico writing to: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 6 th Floor (ii) at any time during the Employment Term and for a period of eighteen (18) months thereafter (the “Prohibited AreaNon-Compete Period”): (i) engage in ), directly or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become indirectly, act as a partnerproprietor, shareholderinvestor, memberdirector, other owner or equity holder, principal, agent, trusteeofficer, employee, directorsubstantial stockholder, consultant, or creditor partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or (iii) at any time during the Employment Term and for a period of eighteen (18) months thereafter, directly or indirectly (A) solicit customers or clients of the Company or any of its Affiliates to terminate their relationship with the Company or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of the Company or any of its Affiliates, or (B) solicit or offer employment to any person who is, or entity who engages has been at any time during the twelve (12) months immediately preceding the termination of Executive’s employment, employed by the Company or otherwise participates any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of Section 9(a), (A) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of the Company or its Affiliates which competes with EVERYWARE’s Business. are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (aI) During the Restricted Periodis not a controlling person of, the Executive shall or a member of a group which controls, such person and (II) does not, directly or indirectly, knowingly solicit own 5% or encourage to leave more of any class of securities of such Person, and (B) the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive Non-Compete Period shall not call on, or solicit be triggered by any customer, supplier, independent contractor or other business relationship exercise of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with tag-along rights under the relationship Sale Participation Agreement entered into between any customer, supplier, independent contractor or business relationship Executive and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section Texas Energy Future Holdings Limited Partnership (the “Restrictive CovenantsSale Participation Agreement”)) or Drag Transaction (as defined in the Sale Participation Agreement) that may occur after the date hereof. b. Notwithstanding clause (a) above, EVERYWARE shall have if at any time a court holds that the following rights restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and remediesbecause Executive has had access to Confidential Information, each the parties hereto agree that money damages will be an inadequate remedy for any breach of which rights and remedies shall be independent this Agreement. In the event of a breach or threatened breach of this Agreement, the other and severally enforceableCompany or its successors or assigns may, and all of which rights and remedies shall be in addition to, and not in lieu of, any to other rights and remedies available existing in their favor, apply to EVERYWARE under law any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). Notwithstanding the foregoing, in equitythe event Executive breaches the covenants set forth in Section 9(a), the Company’s rights and remedies with respect Executive’s Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder’s Agreement between Executive and the Company (the “MSA”), shall be limited to those set forth in Section 22(c) of the MSA. c. For purposes of this Agreement, the terms listed below shall be defined as follows: (i) The right and remedy Affiliate shall mean with respect to have any Person, any entity directly or indirectly controlling, controlled by or under common control with such Person; provided, however, for purposes of this Agreement, Texas Energy Future Co-Invest, LP shall not be deemed to be an Affiliate of the Restrictive Covenants specifically enforced (without posting Sponsor Group or any bond) by any court having equity jurisdiction, including, without limitation, member of the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARESponsor Group. (ii) The right and remedy Competing Business shall mean any business that directly or indirectly competes, at the relevant determination date, with one or more of the businesses of the Company or any of its Affiliates in any geographic area where Texas Energy Future Holdings Limited Partnership, the Company, or any of their respective subsidiaries operates. (iii) Confidential Information shall mean information: (i) disclosed to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received known by the Executive as a consequence of or through his employment with the result of Company or any transaction constituting a breach of Affiliate; (ii) not publicly available or not generally known outside the Company or any Affiliate; and (iii) that relates to the business and development of the Restrictive CovenantsCompany or any Affiliate. Any information that does not meet each of the criteria listed above (in subsections (i) – (iii)) shall not constitute Confidential Information. By way of example, Confidential Information shall include but not be limited to the following: all non-public information or trade secrets of the Company or any Affiliate that gives the Company or any Affiliate a competitive business advantage or the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interests of the Company or any Affiliate; information regarding the Company’s or any Affiliate’s business operations, such as financial and sales data (including budgets, forecasts, and historical financial data), operational information, plans, and strategies; business and marketing strategies and plans for various products and services; rate and regulatory strategy and plans; information regarding suppliers, consultants, employees, and contractors; technical information concerning products, equipment, services, and processes; procurement procedures; pricing and pricing techniques; information concerning past, current and prospective customers, investors, and business affiliates; plans or strategies for expansion or acquisitions; budgets; research; trading methodologies and terms; communications information; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; electronic databases; models; specifications; computer programs; contracts; bids or proposals; technologies and methods; training methods and processes; organizational structure; personnel information; payments or rates paid to consultants or other service providers; and the Company’s or any Affiliate’s files, physical or electronic documents, equipment, and proprietary data or material in whatever form including all copies of all such materials. By way of clarification (but not limitation), information that Executive conceived or developed during his employment with the Company or learned from other employees or contractors of the Company that meets the definition of Confidential Information shall be treated as such. (iv) Person shall mean “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (or any successor thereto). (v) Restricted Group shall mean, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates. (vi) Sponsor Group shall mean Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P., TPG Capital L.P., and ▇▇▇▇▇▇▇, Sachs & Co.

Restrictive Covenants. During (a) In consideration of the period of time the Company and EFH Co. entering into this Agreement with Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)hereby promising and committing themselves to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, the Executive shall not, directly or indirectly: (i) at any time during or after the Employment Term, disclose any Confidential Information pertaining to the business of EFH Co., the Sponsor Group, or any of their respective Affiliates, except when required to perform his duties to EFH Co. or one of its Affiliates, or by law or judicial process, provided that Executive gives EFH Co. reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in writing to: (ii) at any state time during the Employment Term and for a period of the United States or in Canada or Mexico eighteen (18) months thereafter (the “Prohibited AreaNon-Compete Period”): (i) engage in ), directly or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become indirectly, act as a partnerproprietor, shareholderinvestor, memberdirector, other owner or equity holder, principal, agent, trusteeofficer, employee, directorsubstantial stockholder, consultant, or creditor partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or (iii) at any time during the Employment Term and for a period of eighteen (18) months thereafter, directly or indirectly (A) solicit customers or clients of EFH Co. or any of its Affiliates to terminate their relationship with EFH Co. or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of EFH Co. or any of its Affiliates, or (B) solicit or offer employment to any person who is, or entity who engages has been at any time during the twelve (12) months immediately preceding the termination of Executive’s employment, employed by EFH Co. or otherwise participates any of its Affiliates; provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of this Section 8(a), (A) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of EFH Co. or its Affiliates that are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (I) is not a controlling person of, or a member of a group which competes with EVERYWARE’s Business. controls, such Person and (aII) During the Restricted Period, the Executive shall does not, directly or indirectly, knowingly solicit own 5% or encourage to leave more of any class of securities of such Person, and (B) the employment Non-Compete Period shall not be triggered by any exercise of EVERYWAREtag-along rights under the Sale Participation Agreement, any employee of EVERYWARE by and between the Company (and related parties) and Executive (the “Sale Participation Agreement”) or hire any employee of EVERYWARE for a period of one year of Drag Transaction (as defined in the Sale Participation Agreement) that may occur after the date that Executive ceases to be employed by EVERYWAREhereof. (b) During Notwithstanding clause (a) above, if at any time a court holds that the Restricted Periodrestrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive shall not call onhas had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or solicit threatened breach of this Agreement, EFH Co., the Company or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any customer, supplier, independent contractor or other business relationship court of EVERYWARE or any of its subsidiaries, competent jurisdiction for specific performance and/or injunctive relief in order to induce enforce, or attempt to induce such customerprevent any violations of, supplier, independent contractor the provisions hereof (without the posting of a bond or other business relationship security). Notwithstanding the foregoing, in the event Executive breaches the covenants set forth in this Section 8, the Company’s rights and remedies with respect Executive’s Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder’s Agreement, by and between the Company (and related parties) and Executive (the “Management Stockholder’s Agreement”), shall be limited to cease doing business with EVERYWARE or any those set forth in Section 22(c) of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)Management Stockholder’s Agreement. (c) The Restricted Period For purposes of this Agreement, the terms listed below shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equitydefined as follows: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (a) The Employee covenants and agrees that the period Employee will not, at any time, reveal, divulge or make known to any third party any confidential or proprietary records, data, trade secrets, pricing policies, strategy, rate structure, personnel policy, management methods, financial reports, methods or practice of time obtaining or doing business, or any other Confidential or Proprietary Information of Atlas or any of its subsidiaries or affiliates (collectively the Executive “Atlas Companies” and each, an “Atlas Company”) which is not in the public domain. (i) Acknowledging his duty of loyalty to the Atlas Companies, the Employee agrees that, while he is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)Company, the Executive shall he will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with any of the Atlas Companies anywhere in the world or undertake any state planning for any business competitive with any of the Atlas Companies with any of the following companies. Specifically, the Employee agrees that, during his employment with the Company, he will not provide advice, services or other assistance of any kind, whether with or without compensation, to the following companies and their subsidiaries and affiliates: Federal Express, United Parcel Service, Southern Air Holdings, Inc., World Airways, Inc., Air Atlanta Icelandic, Tradewinds Airlines or any company with respect to competition for the Company’s business related to the United States Air Force, including without limitation the Air Mobility Command. The Employee understands, however, that his passive ownership of one percent (1%) or in Canada or Mexico (less of the “Prohibited Area”): (i) engage in or otherwise participate in voting stock of any business which competes with EVERYWARE’s Business; or publicly traded company will not be a breach of his obligations hereunder. (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted PeriodAfter his employment ends, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, Employee may compete with any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases Atlas Companies without limitation, except with respect to Company’s business related to the United States Air Force, including without limitation the Air Mobility Command, but should he choose to so compete within the twelve (12) months immediately following termination of the Employment Period without first obtaining the express written consent of the Company, which consent shall not be employed by EVERYWARE. (b) During the Restricted Periodunreasonably withheld, the Executive Employee agrees that he will not be entitled to the payment and benefits provided in Sections 4.2(b) (ii), (iii) and (iv) above, and if such payment and benefits have already been provided to the Employee, he shall not call on, or solicit any customer, supplier, independent contractor or other business relationship return to the Company the payment under Section 4.2(b)(ii) within five (5) days of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiarieswritten demand by the Company, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or event of a dispute as to whether the Employee has breached any of its subsidiaries his obligations under this Section 4.3, Employee shall return to the Company any payments received within five (including any disparaging statements about EVERYWARE 5) days after determination of a breach in accordance with Sections 5.1, 5.2, 5.3 or any of its subsidiaries)5.5, as appropriate. (c) The Restricted Period shall be tolled Employee acknowledges that his access to Confidential or Proprietary Information and to the Atlas Companies’ customers and his development of goodwill on behalf of the Atlas Companies with their customers during his employment would give him an unfair competitive advantage were he to begin competing with the Atlas Companies for their existing customers and that he therefore is being granted access to Confidential or Proprietary Information and the customers of the Atlas Companies in reliance on his agreement hereunder. Therefore, the Employee covenants and agrees that, during the Employment Period and during the twelve month period immediately following the termination of the Employment Period the Employee will not engage in any of the following activities directly or indirectly, for any reason, whether for the Employee’s own account or for the account of any violation other person, firm, corporation or other organization: (i) solicit, employ or otherwise interfere with any of this section by the Executive Atlas Companies’ contracts or relationships with any period when officer, director, employee, independent contractor or with any individual who has been employed or associated with the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice Atlas Companies within the six (6) months prior to the Executive Employee’s termination of his employment relationship with the Company; or (ii) solicit or encourage any tolling ACMI wet lease customer utilizing at least one full aircraft (including DHL Express) of Atlas Air, Inc., to terminate or diminish its relationship with Atlas Air, Inc. or Polar Air Cargo Worldwide, Inc. or seek to persuade any such customer to conduct with any other person or entity any business or activity which such customer conducts with Atlas Air, Inc. or Polar Air Cargo Worldwide, Inc.; provided, however, that these restrictions shall apply only with respect to those persons or entities who are customers of Atlas Air, Inc. or Polar Air Cargo Worldwide, Inc. within the Restricted Periodtwelve (12) months prior to the Employee’s termination of his employment relationship with the Company. (d) If In the Executive breachesevent the Employee breaches any of his obligations under this Section 4.3, or threatens he shall within five (5) days return to commit the Company any payments he received under Section 4.2(ii) and any benefits under Section 4.2(iii) shall immediately cease. In such event, the Employee will likewise forfeit his eligibility for supplemental severance under Section 4.2(iv). In the event of a dispute as to whether the Employee has breached any of his obligations under this Section 4.3, the Employee shall return to the Company any payments received within five (5) days after determination of a breach ofin accordance with Sections 5.1, any of the provisions contained in this section (the “Restrictive Covenants”)5.2, EVERYWARE shall have the following rights and remedies5.3 or 5.5, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREas appropriate. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (a) At all times until the period fifth (5th) anniversary of time the Executive is employed by EVERYWARE and for a six month period thereafter Closing Date (the “Restricted Period”), the Executive Seller shall not, and shall cause its subsidiaries and controlled Affiliates not to, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage solicit to employ, or solicit to provide services to Seller or any of its subsidiaries and controlled Affiliates, (x) any Transferred Employee who is then currently employed by Buyer or an Affiliate of Buyer, or (y) any Person with whom Seller had contact in connection with Buyer’s investigation of the Business or otherwise participate in any business which competes with EVERYWARE’s Business; the Business or negotiation of this Agreement who is then currently employed by Buyer or an Affiliate of Buyer, or (ii) become a partner, shareholder, member, other owner induce or equity holder, principal, agent, trustee, employee, director, consultantattempt to induce (x) any Transferred Employee who is then currently employed by Buyer or an Affiliate of Buyer, or creditor (y) any Person with whom Seller had contact in connection with Buyer’s investigation of any person the Business or entity the Business or negotiation of this Agreement who engages is then currently employed by Buyer or an Affiliate of Buyer, to terminate his or her employment or association with Buyer or its Affiliates. For purposes of this Section 11.1 (a), the term “solicit” shall not include generalized searches for employees through media advertisements, employment firms or otherwise participates that are not focused on or directed to (x) any Transferred Employee who is then currently employed by Buyer or an Affiliate of Buyer, or (y) any Person who participated in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year investigation of the date that Executive ceases to be Business or the Business or negotiation of this Agreement who is then currently employed by EVERYWAREBuyer or an Affiliate of Buyer. (b) During At all times during the Restricted Period, the Executive Seller shall not, and shall cause its subsidiaries and controlled Affiliates not call onto, directly or solicit indirectly (i) purchase or otherwise enter into any customermarketing, supplierreferral or similar arrangements to use any search engine, independent contractor Internet portals or other business relationship sources of EVERYWARE or any of its subsidiariesInternet referral traffic, in order including Google, Bing, Yahoo, Ask, Facebook, Groupon and the like with respect to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law search terms listed on Schedule 11.1 hereto or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right engage directly in the provision of team apparel, work wear, spirit jerseys (including billboard prints), fan jerseys, varsity jackets and remedy to require the Executive to account for letterman jackets, corporate apparel and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenantscustom embroidered team uniforms and custom embroidered jackets.

Restrictive Covenants. During (a) In the event of termination of Employee’s employment other than Involuntary Termination, Employee shall not, for a period of time 6 months from the Executive is employed by EVERYWARE and for a six month period thereafter date of termination (the “Restricted Periodnon-compete period”), the Executive shall notbe employed or act in any capacity, either directly or indirectly, or by or for herself or for any partnership, corporation, trust, or company, “Participate” (as defined below) in any state of the United States banking, lending or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate financial services business in any county in Washington in which Timberland Bank has offices or conducts its business which competes with EVERYWARE’s Business; at the time of termination of employment. For purposes of this Agreement, the term “participate” includes, without limitation, any direct or (ii) become a partnerindirect interest in any business, shareholderwhether as an employee, member, other owner or equity holder, principal, agent, trustee, employeeofficer, director, partner, consultant, sole proprietor, stockholder, owner, or creditor otherwise. “Participate” as used herein does not include ownership of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. less than one percent (a1%) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWAREstock of a publicly held corporation whose stock is traded on a national securities exchange or on the over-the-counter market. (b) During In addition Employee agrees that for the Restricted Period, non-compete period she will not (a) induce or attempt to induce any other employee of the Executive shall not call onCompany 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, independent contractor licensee, or other business relationship relations of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship the Company to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)Company. (c) The Restricted Period Employee agrees that in the event of violation by Employee of this covenant not to compete, then all payments and benefits, if any, to Employee shall immediately cease. Employee acknowledges that obligations under this Agreement are important to the Company, and that the Company would not employ or continue to employ him without agreement to such obligations. Employee also acknowledges that if she 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 tolled during difficult to measure and financial relief will be incomplete. Accordingly, the period Company will be entitled to injunctive relief and other equitable remedies in the event of a breach of any violation obligation under this Agreement. The rights and remedies of the Company under this section by the Executive 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 period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling portion of the Restricted Periodrestrictive 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) If It is agreed between the Executive breaches, or threatens to commit a breach of, any of the provisions contained parties that this Agreement in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceableits entirety, and all of which rights in particular the restraints imposed herein upon Employee, are reasonable both as to time and remedies shall be in addition to, and not in lieu of, any other rights and remedies available as to EVERYWARE under law or in equity: area. The parties additionally agree (i) The right that the restraints imposed herein upon Employee are necessary for the protection of the business and remedy goodwill of the Company, (ii) that the restraints imposed herein upon Employee are not any greater than are reasonably necessary to have secure the Restrictive Covenants specifically enforced business of the Company and the goodwill thereof; and (without posting any bondiii) by any court having equity jurisdiction, including, without limitation, that the right degree of injury to an entry against the Executive public due to the loss of restraining orders the service and injunctions (preliminary, mandatory, temporary, skill of Employee upon enforcement of said restraints does not and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREwarrant nonenforcement of said restraints. (iie) The right This section shall survive the termination of this Agreement. (f) By signing this Agreement, the Employee acknowledges and remedy agrees that the noncompetition provisions in this Section have been communicated and disclosed to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive CovenantsEmployee in compliance with ▇▇▇▇▇▇▇▇▇▇ ▇▇ 1450.

Restrictive Covenants. During the period (a) Each Operator Partner covenants and agrees that, during Non-Compete Period 1, neither Operator Partner will, itself, nor will it permit YSI, YSI LP or any other Affiliate of time the Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”), the Executive shall notany of them, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): to (i) engage in develop or otherwise start up any new self-storage facility or self-storage business anywhere within a Non-Compete Restrictive Area, (ii) provide advice or financial assistance to any Person who is developing or otherwise starting up any new self-storage facility or self-storage business anywhere within a Non-Compete Restrictive Area, or (iii) otherwise participate in any business which competes with EVERYWARE’s Business; the development or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor start up of any person new self-storage facility or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Businessself-storage business, anywhere within a Non-Compete Restrictive Area. (b) In addition to the provisions of subsection (a) During the Restricted Periodabove, the Executive shall noteach Operator Partner covenants and agrees that, during Non-Compete Period 2, if Operator LP, Operator GP, YSI, YSI LP or any other Affiliate of any of them intends to (i) acquire, directly or indirectly, knowingly solicit an existing self-storage facility or encourage self-storage business anywhere within a Non-Compete Restrictive Area, (ii) provide debt or equity financing to leave any Person who is acquiring any existing self-storage facility or self-storage business anywhere within a Non-Compete Restrictive Area, or (iii) otherwise participate in the employment acquisition or financing of EVERYWAREany existing self-storage facility or self-storage business, anywhere within a Non-Compete Restrictive Area, then, in any employee such case, prior to entering into a binding agreement with respect to such existing facility or business, Operator Partners shall (A) offer, or cause such participating Affiliate(s) to offer, to Investor Partners the right to participate in such transaction on such terms and conditions as the parties may agree on, and, in connection therewith, to furnish to Investor Partners all of EVERYWARE or hire any employee of EVERYWARE the material documents and information concerning the subject property and transaction, and (B) proceed diligently and in good faith, for a period of one year not less than fifteen (15) business days following the making of such offer and delivery of such documents and information, to negotiate with, and attempt to enter into a letter of intent to invest along with, Investor Partners (or their designated Affiliate(s)) in such transaction. If, for any reason, other than the date that Executive ceases failure of Operator Partners to be employed by EVERYWARE. make such offer or otherwise comply with the provisions of clause (bA) During the Restricted Periodabove, the Executive Partners (or their Affiliates) have not entered into a letter of intent for such transaction within such 15-day period, then Operator Partners (and/or their Affiliates) shall not call on, or solicit any customer, supplier, independent contractor be entitled to proceed with such transaction without the investment or other business relationship participation of EVERYWARE Investor Partners (or their Affiliates) and free from any of its subsidiaries, in order to induce rights that Investor Partners (or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business their Affiliates) might have with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)respect thereto. (c) The Restricted Each Investor Partner covenants and agrees that, during Non-Compete Period shall be tolled during the period of any violation of this section by the Executive 2, neither Investor Partner will, itself, nor will it permit ▇▇▇▇▇▇▇ America Real Estate Trust, L.P., directly or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice indirectly, to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the develop or otherwise start up any new self-storage facility or self-storage business anywhere within a Non-Compete Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdictionArea, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy provide advice or financial assistance to require any Person who is developing or otherwise starting up any new self-storage facility or self-storage business anywhere within a Non-Compete Restrictive Area, or (iii) otherwise participate in the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived development or received by the Executive as the result start up of any transaction constituting new self-storage facility or self-storage business, anywhere within a breach of any of the Non-Compete Restrictive CovenantsArea.

Restrictive Covenants. During (a) In consideration of the payments and benefits set forth in this Agreement, during the period of time commencing on the Executive is employed by EVERYWARE Termination Date and for a six month period thereafter (the “Restricted Period”)ending on December 31, 2003, the Executive shall not, directly or indirectly, alone, or as an employee, agent, advisor, salesman, independent contractor, lender, consultant, owner, partner, joint venturer, officer, director or stockholder or in any state other capacity, enter into, engage in, plan, organize, aid, assist, own, manage, operate, control, participate in, become employed by, consult with, perform services for, obtain a material financial or proprietary interest in, or otherwise become associated at any capacity with any business or person that might be deemed to compete with or be deemed to be setting up to compete with the Company, GGC and/or any of the United States or in Canada or Mexico their subsidiaries (the “Prohibited Area”): "Owning Entity") (i) engage in within one hundred fifty (150) miles of any golf course managed by the Company or otherwise participate in GGC or owned by any business which competes with EVERYWARE’s Business; or Owning Entity, and (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any line of business which competes with EVERYWARE’s Business. that is substantially the same as any line of business described in clause (ai) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment and (ii) of EVERYWARE, any employee Article III of EVERYWARE or hire any employee GGC's Amended and Restated Certificate of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWAREIncorporation. (b) During In consideration of the Restricted Periodpayments and benefits set forth in this Agreement, during the period commencing on the Termination Date and ending on December 31, 2003, the Executive shall not call on(i) solicit business on behalf of the Executive or any other person from any client or customer of the Company or GGC, or solicit any customer, supplier, independent contractor otherwise directly or other business relationship of EVERYWARE indirectly divert or any of its subsidiaries, in order to induce interfere with or attempt to induce such customer, supplier, independent contractor divert or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the business or the clients or customers of the Company or GGC or (ii) directly or indirectly hire, recruit, solicit or induce, or attempt to induce, an employee or employees of the Company or GGC to terminate their employment with, or otherwise cease their relationship between any customerwith, supplierthe Company or GGC, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)as the case may be. (c) The Restricted Period Executive acknowledges and agrees that the breach of the provisions of this Section 5 will cause irreparable injury to the Company and GGC, inadequately compensable in damages. Accordingly, in addition to such other rights and remedies the Company and/or GGC may have under this Agreement, at law or in equity with respect to any breach or threatened breach of this Agreement, the Company and GGC shall be tolled during entitled to injunctive relief against the period breach or threatened breach of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in of this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenantsSection 5, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm injury to EVERYWARE the Company and GGC and that money damages will not provide an adequate remedy to EVERYWARE. (ii) the Company and GGC. The right Company, GGC and remedy to require the Executive agree and stipulate that the agreements and covenants not to account for compete contained in this Section 5 are fair and pay over to EVERYWARE reasonable in light of all compensationof the facts and circumstances of the relationship between the Company, profits, monies, accruals, increments of other benefits derived or received by GGC and the Executive and the Executive hereby expressly waives any objection to or defense in respect of the geographical scope and/or duration of the restriction on competition contained in this Section 5. The Executive acknowledges and agrees that the scope and duration of this restriction is reasonable and warranted in order to protect the Company's and GGC's legitimate business interests and rights and that the Executive's experience and capabilities are such that the Executive will not be prevented from earning a livelihood in the Executive's area of expertise as the a result of any transaction constituting the limited restrictions provided herein. In furtherance of and not in derogation of the provisions of this Section 5, the Company, GGC and the Executive agree that in the event that, notwithstanding the foregoing, a breach of court should decline to enforce any of the Restrictive Covenantsprovisions of this Section 5, such provision or provisions shall be deemed to be modified to restrict the Executive's competition with the Company and GGC to the maximum extent, in time, geography and scope, which the court shall find enforceable.

Restrictive Covenants. (a) NONCOMPETITION. (i) During the period of time the Executive is employed by EVERYWARE Agreement Term, and for a six month period thereafter ending on the later of (I) the fifth anniversary of the Effective Date or (II) two years after termination of the Executive's employment with the Company (the “Restricted Period”), the "RESTRICTIVE PERIOD"): (A) The Executive shall not, without the express written consent of the Board, be employed by, serve as a consultant to, or otherwise assist or directly or indirectlyindirectly provide services to a Competitor (as defined below) if: (1) such services are to be provided with respect to any location in which the Company or a Subsidiary does business, or with respect to any location in any state of which the United States Company or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Businessa Subsidiary has devoted material resources to doing business; or (ii2) become a partnerthe trade secrets, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultantconfidential information, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. proprietary information (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, confidential or proprietary methods) of the right Company and the Subsidiaries to an entry against which the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened had access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREinformation. (iiB) The right and remedy Executive shall not, without the express written consent of the Board, directly or indirectly own an equity interest in any Competitor (other than ownership of 1% or less of the outstanding stock of any corporation listed on a national stock exchange or included in the NASDAQ System). (C) The Executive shall not, without the express written consent of the Board, solicit or attempt to require solicit any party who is then or, during the Executive twelve-month period prior to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived such solicitation or received attempt by the Executive as was (or was solicited to become), a customer or supplier of the result Company or a Subsidiary, or a user of the services provided by the Company or a Subsidiary. (D) The Executive shall not without the express written consent of the Board, solicit, entice, persuade, induce or hire any individual who is employed by the Company or any Subsidiary (or was so employed within 90 days prior to the Executive's action) to terminate or refrain from renewing or extending such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or any Subsidiary, and the Executive shall not approach any such employee for any such purpose or authorize or knowingly cooperate with the taking of any transaction constituting a breach of such actions by any of the Restrictive Covenantsother individual or entity.

Restrictive Covenants. Paragraph 12 of the Employment Agreement, Non- Solicitation, Non-Competition and Confidentiality, shall be replaced as follows: (a) During Executive’s employment with the period of time the Executive is employed by EVERYWARE Company and for a six month period thereafter of two (2) years after the “Restricted Period”)termination of Executive’s employment with the Company for any reason whatsoever, whether by Executive or by the Company and whether during the term of this Addendum or subsequent to the expiration of this Addendum, Executive shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in solicit, induce, encourage, influence or otherwise participate in cause any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trusteecustomer, employee, director, consultant, independent contractor or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year supplier of the date that Executive ceases Company to be employed by EVERYWAREchange his, her or its business relationship with or terminate employment with the Company. (b) During Executive’s employment with the Restricted PeriodCompany, the Executive shall not call onbe engaged by or engage in business with (as a principal, or solicit any customerpartner, supplierdirector, officer, agent, employee, consultant, owner, independent contractor or otherwise) or be financially interested in (other than any investment approved by the Board of Directors) any Competitor of the Company in the United States. For purposes of this Addendum, “Competitor” means any person or entity conducting business relationship in the retail department store industry, including but not limited to each of EVERYWARE or Macy’s Inc., ▇▇▇▇▇▇▇’▇ Inc., ▇▇▇▇’▇ Corporation, ▇▇▇▇, Inc. and ▇.▇. ▇▇▇▇▇▇, Inc. and the affiliates and successors of each of them. Executive’s passive ownership of less than 2% of any class of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any securities of its subsidiaries, or in any way materially interfere with a company shall not constitute a violation of the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any first sentence of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiariesthis Paragraph 7(b). (c) The Restricted Period During Executive’s employment with the Company and at all times thereafter, and except as required by law, Executive shall be tolled not use for Executive’s personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of, any person, firm, association or company other than the Company, any confidential information of the Company that Executive acquires in the course of Executive’s employment, which is not otherwise lawfully known by and readily available to the general public or which has not been disclosed publically through no fault of the Executive. This confidential information includes, but is not limited to: any material referred to in Paragraph 11 of the Employment Agreement or any nonpublic information regarding the business, marketing, legal or accounting methods, policies, plans, procedures, strategies or techniques; research or development projects or results; trade secrets or other knowledge or processes of or developed by the Company; names and addresses of employees, suppliers or customers. Executive confirms that such information is confidential and constitutes the exclusive property of the Company, and agrees that, immediately upon Executive’s termination, whether by Executive or by the Company and whether during the period of any violation term of this section by the Executive Addendum or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice subsequent to the expiration of this Addendum, Executive shall deliver to the Company all correspondence, documents, books, records, lists, computer programs and other writings relating to the Company’s business; and Executive shall retain no copies, regardless of any tolling of the Restricted Periodwhere or by whom said writings were kept or prepared. (d) If During Executive’s employment with the Company, Executive breachesshall, upon reasonable notice, furnish to the Company such information pertaining to Executive’s employment with the Company as may be in Executive’s possession. The Company shall reimburse Executive for all reasonable expenses incurred by Executive in fulfilling Executive’s obligation under this subparagraph (d). (e) The provisions of subparagraphs (a), (b), (c) and (d) of this Paragraph 7 shall survive the cessation of Executive’s employment for any reason, as well as the expiration of the Employment Agreement at the end of its Term or threatens the termination of the Employment Agreement at any time prior thereto. (f) Executive acknowledges that the restrictions contained in this Paragraph 7, in view of the nature of the business in which the Company is engaged and the Executive’s position with the Company, are reasonable and necessary to commit protect the legitimate interests of the Company, and that any violation of those restrictions would result in irreparable injury to the Company. Executive therefore consents and agrees that, in the event of a breach of, or threatened breach of any of the provisions restrictions contained in this section (Paragraph 7, the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies Company shall be independent entitled to seek a temporary, preliminary and/or permanent injunction and/or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the other and severally enforceablenecessity of showing any actual damages or that money damages would not afford an adequate remedy, and all without the necessity of which rights and remedies posting any bond or other security. The aforementioned relief shall be in addition to, and not in lieu of, any other rights and remedies legal remedies, monetary damages or other available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive forms of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARErelief. (iig) The right Executive agrees that if any or any portion of the foregoing covenants, or the application thereof, is construed to be invalid or unenforceable, the remainder of such covenant or covenants or the application thereof shall not be affected and remedy the remaining covenant or covenants will then be given full force and effect without regard to require the invalid or unenforceable portions. If any covenant is held to be unenforceable because of the area covered, the duration thereof, or the scope thereof, Executive agrees that the Court making such determination shall have the power to account for reduce the area and/or the duration, and/or limit the scope thereof, and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the covenant shall then be enforceable in its reduced form. If Executive as the result of any transaction constituting a breach of violates any of the Restrictive Covenantsrestrictions contained in subparagraphs (a) or (b), the period of such violation (from the commencement of any such violation until such time as such violation shall be cured by Executive to the satisfaction of the Company) shall not count toward or be included in the restrictive period contained in subparagraphs (a) and (b). (h) For purposes of this Addendum, the term “Company” shall include not only The Bon-Ton Stores, Inc., but also any of its successors, assigns, subsidiaries or affiliates. Executive consents to the assignment of this Addendum to any purchaser of the Company or a substantial portion of its assets.

Restrictive Covenants. During the period term of time Executive's employment with --------------------- the Executive is employed by EVERYWARE Company and for a six month period thereafter (the “Restricted Period”), the Executive shall not, directly or indirectly, in any state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year (1) years, Executive covenants and agrees that except in the performance of Executive's duties and responsibilities to the Company under this Agreement, Executive will not, in any manner, either personally or as an employee, partner, associate, member, officer, manager, agent, owner shareholder (except as the holder of not more than one percent (1%) of the outstanding shares of a corporation whose stock is listed on any national or regional securities exchange or reported by the National Association of Securities Dealers Automated Quotations System or any successor thereto), consultant, adviser, or otherwise, so by means of any corporate or other entity or devices: (i) Engage in any health maintenance organization, Medicaid reimbursement or related business in the same geographic area which is competitive with any business being conducted by the Company or any affiliate of the Company or as to which the Company or any affiliate of the company has made definitive plans to engage (as any such plans may exist as of the date that Executive ceases to be employed by EVERYWARE.of termination of Executive's employment in the event of any such termination); or (bii) During the Restricted Period, the Executive shall not call on, Solicit divert or solicit take away any customer, supplier, independent contractor or other business relationship employee of EVERYWARE or any the Company (as existing as of its subsidiaries, the date of termination of Executive's employment in order to induce or attempt to induce the event of such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiariestermination), or employ, or participate in the employment process of, through any way materially interfere with other person or entity, any person who is, or has been within one year prior to the relationship between any customerdate of such employment, supplier, independent contractor or business relationship and EVERYWARE or any an employee of its subsidiaries (including any disparaging statements about EVERYWARE or any the company. It is the intention of its subsidiaries). (c) The Restricted Period shall be tolled during the period parties to restrict the activities of any violation of Executive under this section by only to extent necessary for the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling protection of the Restricted Period. (d) If business interests of the Executive breachesCompany, or threatens to commit a breach of, and the parties specifically covenant and agree that should any of the provisions set forth herein, under any set of circumstances, be determined by a court having jurisdiction to be too broad for that purpose or invalid or unenforceable for any reason, such provisions shall be so interpreted and applied by the court in such a narrow sense as shall be necessary to make the same valid and enforceable to the maximum extent possible, consistent with the intent of the parties expressed in the Agreement, and that such determination shall not affect the enforcement of this section in any other jurisdiction. The covenants and agreements of Executive contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be construed as independent of the any other provision of this Agreement and severally enforceablegiven for valuable independent consideration, and all the existence of which rights and remedies shall be in addition toany defense, and not in lieu of, any other rights and remedies available to EVERYWARE under law claim or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry cause of action against the Executive of restraining orders and injunctions (preliminaryCompany, mandatorywhether predicated on this Agreement or otherwise, temporary, and permanent) against violations, threatened or actual, and whether or shall not then continuing, constitute a defense to the enforcement by the Company of such covenants, it being acknowledged covenants and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREagreements. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During the (i) For a period of time three years from and after the Executive is employed by EVERYWARE Closing Date, none of the Acquired Asset Entities, ▇▇▇▇▇▇ ▇▇▇▇▇ and for a six month period thereafter ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Seller Restricted PeriodParties”) will, directly or indirectly through an Affiliate, a family member or otherwise, own, open or operate any plasma collection center within the Seller Restricted Area (as defined on Exhibit M hereto). For a period of three years from and after the Closing Date, neither Buyer nor Holdings (together, the Executive shall not“Buyer Restricted Parties”) will, directly or indirectly, through an Affiliate or otherwise, use the Licensed Materials (as defined in the License Agreement) to own, open or operate any state of plasma collection center within the United States or in Canada or Mexico Buyer Restricted Area (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or as defined on Exhibit M hereto). (ii) become For a partnerperiod of three years from and after the Closing Date, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor none of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Seller Restricted Period, the Executive shall notParties will, directly or indirectly, knowingly on his, her or its own behalf or in combination with others, hire, engage or solicit for employment or encourage consulting services, the Key Employees, other individuals identified on Exhibit K hereto or any of the Buyer’s employees, except that (A) such restrictions shall not apply with respect to leave any such Person who is terminated by the employment Buyer after the Closing; and (B) such restrictions shall lapse after the first anniversary of EVERYWARE, the Closing Date with respect to any employee of EVERYWARE such Person employed in human resources or hire any employee of EVERYWARE finance functions for the Acquired Asset Entities immediately prior to the Closing and who declines relocation requested by the Buyer. For a period of one year three years from and after the Closing Date, none of the date that Executive ceases to be employed by EVERYWARE. (b) During the Buyer Restricted PeriodParties will, the Executive shall not call ondirectly or indirectly, on his, her or its own behalf or in combination with others, hire, engage or solicit for employment or consulting services any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling post-Closing employee of the Restricted Period. Acquired Asset Entities (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right employees listed on Exhibit M-1), except that such restrictions shall not apply with respect to any such Person who is terminated by any Acquired Asset Entity after the Closing. Notwithstanding the foregoing, this §3(e)(ii) shall not prevent non-targeted solicitations of employment that are widely disseminated or made available to the general public, or the hiring of any personnel responding thereto. (iii) From and after the date of this Agreement, none of the Seller Restricted Parties shall disparage Buyer, Holdings or any of their respective directors, officers, members, managers, partners, employees or agents. From and after the date of this Agreement, neither the Buyer nor Holdings nor any of their respective directors, officers, members, managers, partners, employees or agents, shall disparage any of the Acquired Asset Entities or any of their respective directors, officers, members, managers, partners, employees or agents. (iv) From and after the date of this Agreement, none of the Seller Restricted Parties will, directly or indirectly, on his, her or its own behalf or in combination with others, purchase, own or hold an entry against economic interest, whether as an owner, partner, shareholder, agent, employee, consultant or (without limitation by the Executive specific enumeration of restraining orders the foregoing) otherwise, in any of the Leased Real Property other than as specifically set forth on §3(cc) of the Disclosure Schedule. (v) The Parties, on their own behalf and injunctions (preliminaryon behalf of other Persons within the scope of the covenants set forth in this §6(e), mandatoryrecognize that the territorial, temporarytime and scope limitations of this §6(e) are reasonable and necessary for the protection of such Parties, Affiliates and Persons, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed in the event that any such territorial, time or scope limitation is ruled unreasonable by a court of competent jurisdiction, the Parties agree to empower and urge the court to reduce any such territorial, time or scope limitations to reasonable and enforceable limits under the circumstances, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. In the event of any breach of subsection (i) or threatened (ii) above, the time period of the breached covenant shall be extended for the period of such breach. Each of the Parties shall be entitled to all rights and remedies at law and in equity in connection with any breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREof this §6(e). (iivi) The right and remedy to require Parties acknowledge that payment of the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received Purchase Price by the Executive as Buyer, the result of any transaction constituting a breach of any sale of the Restrictive CovenantsAcquired Assets by the Acquired Asset Entities and the other representations, warranties, and covenants herein contained other mutual promises set forth herein constitute good and valid consideration for the covenants of the Parties in this §6(e).

Restrictive Covenants. Executive acknowledges and agrees that the Company has a legitimate interest in being protected from Executive’s being employed by, or providing services to, an entity that competes with the Company or its affiliates. Executive and the Company have considered carefully how best to protect the legitimate interests of the Company and its affiliates without unreasonably restricting the economic interests of Executive, and hereby agree to the following restrictions as the most reasonable and equitable under the circumstances. During the period of time the Executive is employed by EVERYWARE Employment Period and for a six month period thereafter of twelve (12) months following the date of termination or expiration of the Employment Period, or, if Executive’s employment is terminated by the Company for Cause or for Executive’s Disability, or by Executive without Good Reason or if Executive provides a Non-Extension Notice in accordance with the terms of Section 2(a), twelve (12) months following the date of termination or expiration of the Employment Period (the “Restricted Restriction Period”), Executive will not anywhere in the Executive shall notUnited States of America or anywhere else the Company or any of its affiliates does business, directly or indirectly (whether as sole proprietor, partner or venturer, stockholder, director, officer, employee or consultant or in any other capacity as principal or agent or through any person, subsidiary or employee acting as nominee or agent): (i) Engage in, or have any interest in any person, firm, corporation, business or other entity other than the Company (as an officer, director, employee, agent, stockholder, or other security holder, creditor, consultant or otherwise) that that are competitive with those being developed by or is otherwise engaged in the development and/or marketing of listeria based cancer vaccines, or other products offered by the Company or its affiliates on or prior to the date of termination or expiration of the Employment Period. (ii) Solicit or hire employees of the Company or its affiliates (or persons who at any time within the six months preceding the date of termination or expiration of the Employment Period were employees of the Company or its affiliates), or solicit employees of the Company or its affiliates to terminate their employment with the Company or its affiliates. In entering into this agreement, the parties recognize and agree that it is necessary to maintain a stable workforce to enable the Company to maintain its business. Notwithstanding anything to the contrary contained herein, (i) Executive, directly or indirectly, in any state may own publicly traded stock constituting less than one percent (1%) of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate outstanding shares of such class of stock of any corporation that engages in any business which competes activity that is the same as, similar to or competitive with, the business of the Company or its affiliates, if, and as long as, Executive is not an officer, director, employee or agent of, or consultant or advisor to, or has any other relationship or agreement with EVERYWARE’s Business; or such corporation, (ii) become the Restriction Period shall end at any time, after the date of termination or expiration of the Employment Period, that (A) the Company shall have breached its obligation to make cash payments to Executive pursuant to the provisions of Section 5(a) or Section 5(b)(i) and such breach shall not have been cured by the Company within fifteen (15) days after the Company shall have received from Executive written notice of such breach (which notice shall specify the basis of such breach in reasonable detail) or (B) the Company is in breach in any material respect of any of its other obligations under Section 5, (iii) if the Company provides a partnerNon-Extension Notice in accordance with the terms of Section 2(a), shareholderthe Restriction Period shall end on the last day of the Employment Period unless, memberat any time, other owner or equity holderthe Company terminates Executive’s employment hereunder for Cause, principaland (iv) no provision contained in this Section 6(a) shall be interpreted in such a manner as would prohibit Executive from performing Executive’s duties (as an officer, agent, trusteedirector, employee, director, consultant, consultant or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year agent of the date that Executive ceases to be employed by EVERYWARE. (bCompany) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice owed to the Executive of any tolling of Company during or after the Restricted Employment Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (a) Employee will not, during the period of time his employment by or with any member of the Executive is employed by EVERYWARE Cotelligent Group and for a six month period thereafter of one (1) year immediately following the “Restricted Period”)termination of his employment, the Executive shall notfor any reason whatsoever, directly or indirectly, in any state for himself or on behalf of the United States or in Canada conjunction with any other person, persons, company, partnership, corporation or Mexico (the “Prohibited Area”): business of whatever nature: (i) engage call upon, or cause others to call upon, any person who is, at that time, within 100 miles of where Cotelligent or where any of its subsidiaries conducts business (the "Territory"), an employee of Cotelligent (including its subsidiaries) in a sales representative or otherwise participate in managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of Cotelligent (including its subsidiaries), provided that Employee shall be permitted to call upon and hire any business which competes with EVERYWARE’s Business; member of his or her immediate family; (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultantcall upon, or creditor of cause others to call upon, any person or entity who engages which is, at that time, or otherwise participates which has been, within one (1) year prior to that time, a customer of Cotelligent (including its subsidiaries) within the Territory for the purpose of soliciting or selling products or services in any business which competes direct competition with EVERYWARE’s Business.Cotelligent (including its subsidiaries) within the Territory; (aiii) During call upon, or cause others to call upon, any prospective acquisition candidate, on Employee's own behalf or on behalf of any competitor in the Restricted Periodcomputer consulting and/or software application business, which candidate was either called upon by Cotelligent (including its subsidiaries) or for which Cotelligent (including its subsidiaries) made an acquisition analysis, for the purpose of acquiring such entity; or (iv) disclose customers, whether in existence or proposed, of Cotelligent (including its subsidiaries) to any person, firm, partnership, corporation or business for any reason or purpose whatsoever except to the extent that Cotelligent (including its subsidiaries) has in the past disclosed such information to the public for valid business reasons. Notwithstanding the above, the Executive foregoing covenants shall not, directly or indirectly, knowingly solicit or encourage not be deemed to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of prohibit Employee from acquiring as an investment not more than one year percent (1%) of the date that Executive ceases to be employed by EVERYWAREcapital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (b) During Because of the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship difficulty of EVERYWARE or any of measuring economic losses to Cotelligent (including its subsidiaries, in order ) as a result of a breach of one of the foregoing covenants and because of the immediate and irreparable damage that could be caused to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of Cotelligent (including its subsidiaries) for which it would have no other adequate remedy, or in any way materially interfere with Employee agrees that the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries foregoing covenants may be enforced by Cotelligent (including any disparaging statements about EVERYWARE or any of its subsidiaries)) in the event of breach by him, by injunctions and restraining orders. (c) The Restricted Period shall It is agreed by the parties that the foregoing covenants in this Section 3 impose a reasonable restraint on Employee in light of the activities and business of Cotelligent (including its subsidiaries) on the date of the execution of this Agreement and the current plans of Cotelligent; but it is also the intent of Cotelligent and Employee that such covenants be tolled construed and enforced in accordance with the changing activities and business of Cotelligent throughout the term of this covenant. For example, if, during the period term of any this Agreement, Cotelligent (including its subsidiaries) engages in new and different activities, enters a new business or establishes new locations for its current activities or business in addition to or other than the activities or business enumerated under the Recitals above or the locations currently established therefore, then Employee will be precluded from soliciting the customers or employees of such new activities or business or of such new location within 100 miles of its operating location(s) through the term of this covenant. It is further agreed by the parties hereto that, in the event that Employee shall cease to be employed hereunder, and shall enter into a business or pursue other activities not in competition with Cotelligent (including its subsidiaries), or engage in similar activities or business in locations the operation of which, under such circumstances, do not violate another provision of this Section 3, Employee shall not be chargeable with a violation of this section by Section 3 if Cotelligent (including its subsidiaries) shall thereafter enter the Executive same, similar or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive competitive (i) business, (ii) course of any tolling of the Restricted Periodactivities or (iii) location, as applicable. (d) If The covenants in this Section 3 are severable and separate, and the Executive breachesunenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or threatens to commit a breach ofterritorial restrictions set forth are unreasonable, any then it is the intention of the provisions contained parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. (e) All of the covenants in this section Section 3 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against Cotelligent (the “Restrictive Covenants”including its subsidiaries), EVERYWARE shall have whether predicated on this Agreement or otherwise, will not constitute a defense to the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: enforcement by Cotelligent (iincluding its subsidiaries) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and . It is specifically agreed that the period of one (1) year stated at the beginning of this Section 3, during which the agreements and covenants of Employee made in this Section 3 shall be effective, shall be computed by excluding from such computation any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result time during which Employee is in violation of any transaction constituting a breach provision of any of the Restrictive Covenantsthis Section 3.

Restrictive Covenants. During Seller hereby agrees that it shall not, directly, or indirectly, in its own name or through or on behalf of any Affiliate (but expressly excluding any bona fide purchaser of Seller or its business (and/or any of Seller’s subsidiaries or any of their respective businesses, in each case if such subsidiary or business ceases to be an Affiliate of Seller after giving effect to the period of time the Executive is employed by EVERYWARE purchase and for a six month period thereafter (the “Restricted Period”sale transaction) in an arms-length transaction), (a) at any time from the Executive shall notClosing through and including the third (3rd) anniversary of the Closing Date, directly or indirectly, invest, carry on, engage in or become involved, either as a stockholder, partner, joint venturer, manager, advisor, consultant, investor or lender, in any business enterprise which derives any material amount of revenues from the ownership or operation of laboratory facilities conducting screening of newborns for inborn errors of metabolism and/or metabolic disorders in the first thirty (30) days of life (“Newborn Screening”) at any location anywhere in the world (provided that (i) the passive ownership of not more than 5% of the outstanding stock of a publicly traded entity shall not constitute a breach of this Section 15.5, and (ii) the provision of advice or service to customers incidental to the implementation or use of products or services sold or licensed shall not constitute a breach of this Section 15.5), or (b) at any time from the Closing through and including the first (1st) anniversary of the Closing Date, solicit, hire or seek to hire or retain, whether as an employee, consultant or otherwise, any individual employed or retained by either of the Companies at the time of or within six (6) months prior to such solicitation, or otherwise materially and adversely interfere with the relationship between either of the Companies and any such individual (provided that it shall not be a breach of this Section 15.5(b) if the solicitation is pursuant to a general trade advertisement or if the subject individual was dismissed by either of the Companies subsequent to the Closing and such solicitation is made not sooner than six (6) months after such dismissal). In the event of any breach of this Section 15.5, Seller acknowledges that it will be difficult to ascertain the precise amount of damages that may be suffered by reason of such breach, and that such breach may cause irreparable injury for which there is no adequate remedy at law; accordingly, Seller hereby agrees that, in the event of any such breach, Buyer shall be entitled, in addition to any all other remedies available, to seek and obtain injunctive and/or other equitable relief to require specific performance of or prevent, restrain and/or enjoin such breach. Each of the parties agrees that the duration and geographic scope of the covenants set forth in this Section 15.5 are reasonable. In the event that any court of competent jurisdiction or arbitrator determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, each of the parties agrees that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. Each of the parties intends that this Section 15.5 shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases America where this provision is intended to be employed by EVERYWAREeffective. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (a) The Employee acknowledges and recognizes that during the period Employment Period he will be privy to Confidential Information and further acknowledges and recognizes that the Corporation would find it extremely difficult to replace the Employee. Accordingly, in consideration of time the Executive is employed premises contained herein and the consideration to be received by EVERYWARE and for a six month period thereafter the Employee hereunder (including, without limitation, the “Restricted Period”severance compensation described in Section 8(b)(i), if any), without the Executive prior written consent of the Corporation, the Employee shall not, at any time during the employer/employee relationship between the Corporation and the Employee and for the one-year period after the termination of such employer/employee relationship, (i) directly or indirectlyindirectly engage in, represent in any way, or be connected with, any Competing Business directly competing with the business of the Corporation or any direct or indirect subsidiary or affiliate thereof within the state in which the Employee is employed or any other state of the United States or any country other than the United States in which the Corporation is doing business, 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 in the manner described in clause (i) above, (iii) induce other employees of the Corporation or any direct or indirect subsidiary or affiliate thereof to terminate their employment with the Corporation or any such direct or indirect subsidiary or affiliate or to engage in any Competing Business or (iv) induce any entity or person with which the Corporation or any direct or indirect subsidiary or any affiliate thereof has a business relationship to terminate or alter such business relationship. As used herein, "Competing Business" shall mean any business involving the sale of products in any city or county in any state of the United States if such business or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall notproducts sold by it are competitive, directly or indirectly, knowingly solicit or encourage to leave at the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year time of the date that Executive ceases to be employed Termination of Employment with (A) the business of the Corporation or any direct or indirect subsidiary thereof, (B) any of the products manufactured, sold or distributed by EVERYWAREthe Corporation or any direct or indirect subsidiary thereof or (C) any products or business being developed or conducted by the Corporation or any direct or indirect subsidiary thereof. (b) During The Employee understands that the Restricted Periodforegoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Corporation or any subsidiary or affiliate thereof, but he or she nevertheless believes that he or she has received and will receive sufficient consideration and other benefits as an employee of the Corporation and as otherwise provided hereunder to justify clearly such restrictions which, in any event (given his education, skills and ability), the Executive shall Employee does not call on, believe would prevent him or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)her from earning a living. (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. (a) Covenant Not to Compete. ----------------------- (i) During the period Employment Period and until (A) the expiration of time the then- current remaining term of this Agreement, in the event the Executive is employed terminated by EVERYWARE and the Company for a six month period thereafter Cause or the Executive voluntarily resigns other than for Good Reason or (B) the expiration of the Severance Period, if the Executive is terminated by the Company without Cause or resigns for Good Reason (the “"Restricted Period”"), the Executive shall will not, within any geographical area in which the Company or any of its subsidiaries, affiliates or owner-operators conducts business, directly or indirectlyindirectly own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any state manner with, any entity that engages in the bulk transportation services business or any related service in the bulk transportation services industry in which the Company or any of its subsidiaries is engaged on the date of the United States or in Canada or Mexico Executive's termination of employment (the “Prohibited Area”): "BTS Business"), except that the Executive shall be allowed to invest his assets in the securities of public companies engaged in the BTS Business if such holdings are passive investments which do not involve the Executive's holding with respect to any such entity the position of officer, director, employee, consultant or general partner, or owning directly or indirectly two percent (i2%) engage in or otherwise participate in more of the stock, whether voting or not, of any business such entity, and which competes with EVERYWARE’s Business; do not involve the Executive becoming a secured or unsecured creditor of any such entity. (ii) become At its sole option, the Company may extend by a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor period of up to one year the Restricted Period applicable under Sections 7(a)(i) and (iii) hereof by providing to the Executive the severance payments and benefits referred to in Section 6(d)(i)-(ii) hereof for the duration of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Businesssuch extended period. The Company shall notify the Executive if it wishes to exercise this option not later than 90 days prior to the expiration of the then-current Restricted Period. (aiii) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage agrees to leave refrain from interfering with the employment of EVERYWARErelationship between the Company, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year its subsidiaries and its affiliates and their respective employees, members of the date that Executive ceases Company's "Affiliate Program" (as defined in the Merger Agreement) or other independent owner/operators by soliciting any of such individuals to be employed by EVERYWARE. (b) During the Restricted Periodparticipate in independent business ventures, and the Executive shall not call on, agrees to refrain from soliciting business from any client or solicit any customer, supplier, independent contractor or other business relationship prospective client of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE Company or any of its subsidiaries (including or affiliates for the Executive's benefit or for any disparaging statements about EVERYWARE entity in which the Executive has an interest or any of its subsidiaries)is employed. (iv) In the event of a knowing, willful and material breach of the restrictive covenants set forth in this Section 7(a), the Company shall have the right, in its sole discretion, and in addition to its right of enforcement under Section 8 hereof and any other right of enforcement or recovery available to the Company at law or equity or under this Agreement, to (a) suspend or cancel the Executive's right to exercise the New Options (whether or not then otherwise exercisable), (b) suspend or cancel the Executive's pending right to receive an issuance of shares in settlement of any New Option exercise, and/or (c) The Restricted Period shall be tolled during either (1) cancel the period shares issued upon exercise of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition New Options (with EVERYWARE. EVERYWARE shall provide written notice repayment to the Executive of any tolling of the Restricted Period. full purchase price paid for such shares) or (d2) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received the Company in cash an amount equal to the gain realized by the Executive as the result upon exercise of any transaction constituting a breach New Option; provided, however, that the foregoing shall not apply to any New Options exercised more than six months prior to the date of any termination of the Restrictive Covenantsemployment. The Company shall provide at least five days advance notice and opportunity to cure before exercising this right.

Restrictive Covenants. During You hereby acknowledge that your right and entitlement to the period of time the Executive is employed by EVERYWARE and for a six month period thereafter severance benefits specified in Sections (the “Restricted Period”1), (2)(ii) and (10) of this Appendix II are, in addition to your satisfaction of the Executive Release Condition, also subject to your compliance with each of the following covenants during the two (2) year period measured from your Date of Termination, and those enumerated severance benefits will immediately cease or be subject to reduction in accordance herewith should you breach any of the following covenants: A. You shall not directly or indirectly encourage or solicit any employee, consultant or independent contractor to leave the employ or service of Broadcom (or any affiliated company) for any reason or interfere in any other manner with any employment or service relationships at the time existing between Broadcom (or any affiliated company) and its employees, consultants and independent contractors. B. You shall not directly or indirectly solicit or otherwise induce any vendor, supplier, licensor, licensee or other business affiliate of Broadcom (or any affiliated company) to terminate its existing business relationship with Broadcom (or affiliated company) or interfere in any other manner with any existing business relationship between Broadcom (or any affiliated company) and any such vendor, supplier, licensor, licensee or other business affiliate. C. You shall not, whether on your own or as an employee, consultant, partner, principal, agent, representative, equity holder or in any other capacity, directly or indirectly render, anywhere in the United States, services of any kind or provide any advice or assistance to any business, enterprise or other entity that is engaged in any line of business that competes with one or more of the lines of business that were conducted by Broadcom during the Term of your employment or that are first conducted after your Date of Termination but which you were aware were under serious consideration by Broadcom prior to your Date of Termination, except that you make a passive investment representing an interest of less than one percent (1%) of an outstanding class of publicly-traded securities of any corporation or other enterprise. D. You shall not, directly or indirectly, in make any state of the United States adverse, derogatory or disparaging statements, whether orally or in Canada writing, to any person or Mexico (the “Prohibited Area”): entity regarding (i) engage in Broadcom, any members of the Board of Directors or otherwise participate in any business which competes with EVERYWARE’s Business; officers, members of management or shareholders of Broadcom or (ii) become a partnerany practices, shareholder, member, other owner procedures or equity holder, principal, agent, trustee, employee, director, consultant, or creditor business operations of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. Broadcom (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiariesaffiliated company). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a Should you breach of, any of the provisions contained restrictive covenants set forth in this section Section (the “Restrictive Covenants”9), EVERYWARE then you shall have the following rights and remedies, each of which rights and remedies shall immediately cease to be independent entitled to any Gross-Up Payment under Section 10 below or any Cash Severance Payments pursuant to Section (1) in excess of the other and severally enforceable, and all greater of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy one (1) times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right Section 16 due to an entry against excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the Executive average of restraining orders and injunctions your actual annual bonuses for the three calendar years (preliminary, mandatory, temporary, and permanentor such fewer number of calendar years of employment with Broadcom) against violations, threatened immediately preceding the calendar year in which such termination of employment occurs (which minimum amount represents partial consideration for your satisfaction of the Release Consideration) or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE actual Cash Severance Payments you have received through the date of such breach. In addition, all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result Additional Monthly Vesting of any transaction constituting a stock options, restricted stock units, other equity awards or unvested share issuances outstanding at the time of such breach of any shall cease as of the Restrictive Covenantsmonth in which such breach occurs, and no further Additional Monthly Vesting shall occur thereafter. Broadcom shall also be entitled to recover at law any monetary damages for any additional economic loss caused by your breach and may, to the maximum extent allowable under applicable law, seek equitable relief in the form of an injunction precluding you from continuing such breach.

Restrictive Covenants. During (a) The Seller hereby covenants and agrees that during the three-year period of time beginning on the Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)Closing Date, the Executive Seller shall not, and shall cause its Affiliates not to, directly or indirectly, engage in any state of business that is directly competitive with the Coflex Business or own any interest in, operate, control, have a financial interest which provides any control of, or participate with or in, any Person producing, designing, providing, soliciting orders for, selling, distributing, consulting to, or marketing or re-marketing products or services, that are directly competitive with the Coflex Business, in each case, anywhere in the world, except in the United States of America; provided, that nothing in this Section 6.8(a) shall prohibit the Seller or in Canada or Mexico (the “Prohibited Area”): any its Affiliates from (i) engage in owning or otherwise participate in holding less than five percent of the outstanding shares of any business which competes with EVERYWARE’s Business; class of stock that is regularly traded on a recognized U.S. or non-U.S. securities exchange or over-the-counter market, (ii) become a partnerengaging in any of its existing businesses, shareholder, member, it being acknowledged by Buyer that the existing businesses of the Seller and its Affiliates (other owner or equity holder, principal, agent, trustee, employee, director, consultantthan the Coflex Business) are not engaged in any activity that is directly competitive with the Coflex Business as of the Closing Date, or creditor (iii) acquiring any Person, so long as such acquired Person did not derive more than 10% of any person or entity who engages or otherwise participates its revenues in any business which competes most recently completed fiscal year from the sale of products that are directly competitive with EVERYWARE’s Businessthe products sold in the Coflex Business as of the Closing Date. (ab) During The Seller hereby covenants and agrees that during the Restricted Periodtwo-year period beginning on the Closing Date, the Executive Seller shall not, and shall cause its Subsidiaries and Affiliates not to, directly or indirectly, knowingly solicit hire, recruit, solicit, contact, or approach for employment, hiring, or engagement (whether as an employee, consultant, agent, independent contractor, or otherwise), or encourage to leave the his or her employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business consulting relationship of EVERYWARE with Buyer or any of its subsidiariesSubsidiaries or Affiliates, in order to induce any Person who is, or was at any time during the six months immediately preceding the Closing Date, an employee of the Coflex Business as operated by any member of the Company Group or otherwise seek or attempt to induce influence or alter any such customer, supplier, independent contractor or other business Person’s relationship to cease doing business with EVERYWARE Buyer or any of its subsidiariesSubsidiaries or Affiliates; provided, or that nothing in any way materially interfere with this Section 6.8(b) shall prohibit the relationship between any customerSeller, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries Subsidiaries or Affiliates from any: (i) general solicitation for employment (including in any disparaging statements about EVERYWARE newspaper or magazine, over the internet, or by any search or employment agency), if not specifically directed towards any such Person; (ii) hiring of any such Person where the initial contact with such individual regarding such hiring arose from any such general solicitation; or (iii) soliciting for employment or hiring any individual who at the time of such solicitation and hiring has not been employed by Buyer or any of its subsidiaries)Subsidiaries or Affiliates of Buyer for at least six months prior to such solicitation. (c) The Restricted Period shall be tolled Seller recognizes and acknowledges that, as of the Closing Date, it will have knowledge of confidential or other proprietary information relative to the activities of Buyer as such activities relate to the Coflex Business, including information relating to financial statements or other financial information, clients, customers, potential clients or customers, employees, suppliers, equipment, designs, discoveries, drawings, programs, strategies, analyses, profit margins, pricing information, Contracts, sales and marketing information or materials, methods of operation, plans, processes, research, systems, techniques, Intellectual Property, products, technologies, materials, innovations, improvements, technical know-how, developments, strategies, ideas, prospects, tangible or intangible work product or other proprietary information, in each case related to the Coflex Business (“Confidential Information”). In light of the foregoing, during the three-year period beginning on the Closing Date, the Seller shall, and shall cause its Affiliates, directors, officers, employees and Representatives to, maintain the confidentiality of, and refrain from using or disclosing for any purposes, whether directly or indirectly, to any Person, all Confidential Information that exclusively relates to the Coflex Business. Nothing in this Section 6.8(c) shall prohibit (i) the disclosure of any violation Confidential Information that is required by applicable Law, or (ii) the disclosure of this section by Confidential Information after any such information is in the Executive public domain through no act on the part of the Seller or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Periodits Affiliates, directors, officers, employees or representatives. (d) If The Seller acknowledges and agrees that the Executive breacheslength of time, scope, and geographic coverage of the covenants set forth in this Section 6.8 are fair and reasonable given the benefits the Seller has received under this Agreement. The Seller further agrees that it will not challenge the reasonableness of the time and scope in any Action, regardless of who initiates such Action. The Seller further acknowledges and agrees that the covenants set forth in this Section 6.8 are necessary for the protection of B▇▇▇▇’s legitimate business interests and that Buyer would not have entered into this Agreement unless the Seller had agreed for it and its Subsidiaries and Affiliates to be irrevocably bound by the covenants contained in this Section 6.8, that irreparable injury will result to Buyer if the Seller or threatens to commit a any of its Subsidiaries and Affiliates breach ofany of the terms of this Section 6.8, and that in the event of an actual or threatened breach by the Seller or any of its Subsidiaries and Affiliates of any of the provisions contained in this section (Section 6.8, Buyer would have no adequate remedy at Law. The Seller accordingly waives, on behalf of itself and its Subsidiaries and Affiliates, the “Restrictive Covenants”)defense of adequacy of a remedy at Law, EVERYWARE shall have and agrees that in the following rights and remediesevent of any actual or threatened breach by it or any of its Subsidiaries or Affiliates of any of the provisions contained in this Section 6.8, each of which rights and remedies Buyer shall be independent entitled to injunctive and other equitable relief without (i) the posting of any bond or other security, (ii) the other and severally enforceablenecessity of showing actual damages, and all (iii) the necessity of which rights and remedies showing that monetary damages are an inadequate remedy. Nothing contained in this Section 6.8 shall be in addition to, and not in lieu of, construed as prohibiting Buyer from pursuing any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any for such breach or threatened breach, including the recovery of any damages that it is able to prove. The Seller shall be liable for any breach will cause irreparable harm to EVERYWARE by any of its Subsidiaries and that money damages will not provide adequate remedy to EVERYWAREAffiliates of this Section 6.8. (iie) This Section 6.8 shall be deemed to consist of a series of separate and independent covenants and shall be worldwide in geographic scope. The right Parties expressly agree that the character, duration and remedy scope of this Section 6.8 are reasonable and necessary for the protection of B▇▇▇▇’s legitimate interests in the goodwill of the OUS Coflex Business in light of the circumstances as they exist on the date hereof and the consideration for the covenants contained in this Section 6.8 is included in the consideration payable pursuant to require Section 2.2. Should a determination nonetheless be made by a court of competent jurisdiction at a later date that the Executive to account for character, duration or geographical scope of this Section 6.8 is void, unenforceable, or unreasonable in light of the circumstances as they then exist, then it is the intention and pay over to EVERYWARE all compensation, profits, monies, accruals, increments the agreement of other benefits derived or received the Seller (on behalf of itself and its Subsidiaries and Affiliates) that this Section 6.8 shall be construed by the Executive court in such a manner as to impose only those restrictions (including with any such modification as may be required to make a restriction valid and enforceable) on the conduct of the Seller and its Subsidiaries and Affiliates that are valid, enforceable, and reasonable in light of the circumstances as they then exist and as are necessary to assure Buyer of the intended benefit of this Section 6.8. If, in any Action, a court shall refuse to enforce all of the separate covenants deemed included in this Section 6.8 because, taken together, they are more extensive than necessary to assure Buyer of the intended benefit of this Section 6.8, it is expressly understood and agreed among the Parties that those of such covenants that, if eliminated, would permit the remaining separate covenants to be enforced in such Action shall, for the purpose of such Action, be deemed eliminated from the provisions of this Section 6.8 and the Parties shall negotiate in good faith to replace such void or unenforceable covenant with a valid provision which, as far as possible, has the same commercial effect as the result of any transaction constituting a breach of any of the Restrictive Covenantsprovision which it replaces.

Restrictive Covenants. During In consideration of Executive’s employment or continued employment with the period of time Company and the Severance Payment, Executive is employed by EVERYWARE and for a six month period thereafter agrees to comply with the following restrictive covenants: (the “Restricted Period”), the a) Executive shall not, at any time during the Restricted Period, directly or indirectly engage in, have any equity interest in, or manage, assist or operate any person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity (i) relating to the design, manufacture, marketing, sale or distribution of directed or omnidirectional sound technologies and products that competes with the business of the Company or (ii) that the Company or any of its Affiliates has taken steps toward engaging in or acquiring. Notwithstanding the foregoing, Executive shall be permitted to acquire a passive stock or equity interest in such a business; provided that such stock or other equity interest acquired is not more than 3% of the outstanding interest in such business. (b) Executive shall not, at any time during the Restricted Period, directly or indirectly, in either for himself or on behalf of any state of the United States or in Canada or Mexico (the “Prohibited Area”): other entity, (i) engage in recruit or otherwise participate in solicit or induce any business which competes employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with EVERYWARE’s Business; the Company, or otherwise change its relationship with the Company, or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultanthire, or creditor of cause to be hired, any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be was employed by EVERYWARE. the Company at any time during the twelve (b) During 12)-month period immediately prior to the Restricted Period, Date of Termination or who thereafter becomes employed by the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)Company. (c) The Restricted Period shall provisions contained in Sections 7(a) and 7(b) may be tolled during altered and/or waived to be made less restrictive on Executive only with the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide prior written notice to the Executive of any tolling consent of the Restricted PeriodBoard. (d) If Except as Executive reasonably and in good faith determines to be required in the faithful performance of Executive’s duties hereunder or in accordance with Section 7(f), Executive breachesshall, during the Term and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or threatens to commit a breach ofuse for Executive’s benefit or the benefit of any person, firm, corporation or other entity, any confidential or proprietary information or trade secrets of or relating to the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdictionCompany, including, without limitation, information with respect to the right Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to an entry against employees or other terms of employment (“Proprietary Information”), or deliver to any person, firm, corporation or other entity, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for Executive’s benefit or the Executive benefit of restraining orders any person, firm, corporation or other entity, any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and injunctions in the public domain (preliminary, mandatory, temporary, and permanent) against violations, threatened other than by means of Executive’s direct or actual, and whether or not then continuing, indirect disclosure of such covenantsProprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, it being acknowledged the Proprietary Information identified herein is important, material and agreed that affects the successful conduct of the businesses of the Company (and any such breach successor or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREassignee of the Company). (e) Upon termination of Executive’s employment with the Company for any reason, Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes. (f) Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company (if lawfully permitted to do so) the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist such counsel in resisting or otherwise responding to such process. Executive may also disclose Proprietary Information if: (i) in the reasonable written opinion of counsel for Executive furnished to the Company, such information is required to be disclosed for Executive not to be in violation of any applicable law or regulation or (ii) The right and remedy Executive is required to require disclose such information in connection with the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result enforcement of any transaction constituting a breach of rights under this Agreement or any other agreements between Executive and the Company. (g) Executive agrees not to disparage the Company, any of its products or practices, or any of its directors or executive officers, either orally or in writing, at any time; provided that Executive may confer in confidence with Executive’s legal representatives, make truthful statements to any government agency in sworn testimony, or make truthful statements as otherwise required by law. The Company agrees that, upon the Restrictive Covenantstermination of Executive’s employment hereunder, it shall advise its directors and executive officers not to disparage Executive, either orally or in writing, at any time; provided that they may confer in confidence with the Company’s and their legal representatives and make truthful statements as required by law. (h) Prior to accepting other employment or any other service relationship during the Restricted Period, Executive shall provide a copy of this Section 7 to any recruiter who assists Executive in obtaining other employment or any other service relationship and to any employer or person with which Executive discusses potential employment or any other service relationship. (i) In the event the terms of this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

Restrictive Covenants. During Each C/M Selling Shareholder agrees that --------------------- during the five-year period of time beginning on the Executive is employed by EVERYWARE and for a six month period thereafter Closing Date (the “"Restricted Period”"), it will not, and will not cause or permit any other member of the Executive shall notC/M Group to anywhere in the United States, directly or indirectly, in any state for its own account, or the account of the United States or in Canada or Mexico (the “Prohibited Area”): others: (i) engage in the investment banking, merchant banking, securities brokerage, asset management or otherwise participate investment advisory businesses in any business which competes competition with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE PGG or any of its subsidiariesSubsidiaries or Affiliates (the "Restricted Businesses"), in order unless expressly approved by PGG; (ii) solicit, accept or perform for hire or compensation any services of a type currently performed by PGG or its Subsidiaries or Affiliates for any of their clients or customers; (iii) request or advise any client or customer of PGG or any of its Subsidiaries or Affiliates to withdraw, reduce, cut back or cancel any of its business with PGG or any of its Subsidiaries or Affiliates; (iv) induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE influence any employee of PGG or any of its subsidiaries, Subsidiaries or in any way materially interfere Affiliates to terminate his or her employment with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE PGG or any of its subsidiaries Subsidiaries or Affiliates; (including v) employ or cause to be employed any disparaging statements about EVERYWARE individuals employed by PGG or any of its subsidiaries). (c) The Restricted Period shall be tolled Subsidiaries or Affiliates during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Period.; (dvi) If disclose or communicate to any other Person the Executive breachesnames of the customers or clients of PGG or any of its Subsidiaries or Affiliates; or (vii) use for its own benefit or communicate or divulge to, or threatens to commit a breach use for the benefit of, any Person any confidential information trade secrets or other proprietary information discovered by or known to either C/M Selling Shareholder by reason of its ownership of or prior association with either Acquired Subsidiary. Nothing in this Section 10.15 shall prohibit any member of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equityC/M Group from: (i) The right owning, managing and remedy to have disposing of and for its own account those portfolio securities and investments and other assets that will be owned by the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, members of the right to an entry against C/M Group immediately following the Executive of restraining orders and injunctions (preliminary, mandatory, temporaryClosing, and permanent) against violations, threatened investing for its own account any proceeds from the sale or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE.disposition thereof; or (ii) The right acting as a general partner of and remedy providing administrative or investment management services to require ISP; provided that (x) neither the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any nature nor scope of the Restrictive Covenantsoperations of ISP or CMH shall be expanded beyond that of a private investment entity and (y) no member of the C/M Group shall seek, solicit or accept any clients or customers or any new partners or shareholders (exclusive of new partners or shareholders admitted by reason of interest transfers from other partners or shareholders) of or investments in or capital contributions to ISP or CMH.

Restrictive Covenants. During (a) Executive acknowledges and agrees that the restrictive covenants and other post-termination obligations set forth in the Proprietary Information Agreement, including without limitation Executive’s obligations relating to confidentiality, non-use and non-disclosure of Proprietary Information (as defined in the Proprietary Information Agreement), non-solicitation, non-disparagement, cooperation, and return of property, are hereby incorporated by reference and shall remain in full force and effect pursuant to their terms to the maximum extent permitted by applicable law, except that the parties expressly agree to modify the Proprietary Information Agreement by removing Section 4 of the Proprietary Information Agreement, including each subpart thereto, which section shall be of no further force or effect upon the Effective Date (as defined below). Executive represents and warrants that Executive has complied with all provisions of the Proprietary Information Agreement at all times through the Effective Date. (b) In consideration for the severance payments and benefits set forth in Section 1 of this Agreement, except to the extent the following restrictions would violate any rules of professional conduct to which I am bound and only to the extent not inconsistent with my right to practice law following termination of employment, Executive agrees for a period of time 12 months after the Executive is employed by EVERYWARE and for a six month period thereafter Effective Date (the “Noncompetition Restricted Period”), the Executive shall ) to not, directly or indirectly, in on Executive’s own behalf or for the benefit of any state of the United States other individual or in Canada or Mexico (the “Prohibited Area”): entity: (i) operate, conduct, engage in in, or own (except as a holder of not more than 1% of the outstanding stock of a publicly held company), or prepare to operate, conduct, engage in, or own any business or enterprise that develops, manufactures, markets, licenses, sells or otherwise participate in provides, or is preparing to develop, manufacture, market, license, sell or otherwise provide, any business which product or service that competes with EVERYWARE’s any product or service based on the generation of bispecific or trispecific antibodies or the treatment of NRG1 fusion targeted cancer while I was employed by the Company (a “Competing Business; ”) or (ii) become participate in, render services to, or assist any individual or entity that engages in a partnerCompeting Business in any capacity (whether as an employee, shareholdermanager, member, other owner or equity holder, principal, agent, trustee, employeeconsultant, director, consultantofficer, contractor, or creditor otherwise) (A) which involve the same or similar types of services Executive performed for the Company at any person time during the last two years of Executive’s employment or entity who engages engagement with the Company or otherwise participates (B) in which Executive could reasonably be expected to use or disclose Proprietary Information, in each case (i) and (ii) limited to each city, county, state, territory and country in which (x) Executive provided services or had a material presence or influence at any business which competes time during Executive’s last two years of employment or engagement with EVERYWAREthe Company or (y) the Company is engaged in or has plans to engage in the Competing Business as of the Effective Date. Without limiting the Company’s Business. (a) During ability to seek other remedies available in law or equity, if Executive violates this Section 4(b), the Noncompetition Restricted Period shall be extended by one day for each day that Executive is in violation of such provisions, up to a maximum extension equal to the length of the Noncompetition Restricted Period, so as to give the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave Company the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year full benefit of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship bargained-for length of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries)forbearance. (c) The Restricted Period Executive’s continued compliance with the terms of the Proprietary Information Agreement (as modified in Section 4(a) above) and the noncompetition obligations set forth in Section 4(b) above (collectively, the “Restrictive Covenants”) is a material condition to receipt of the severance payments and benefits set forth in Section 1 of this Agreement. In the event Executive breaches any part of such Restrictive Covenants, then, in addition to any remedies and enforcement mechanisms set forth in the Proprietary Information Agreement, the Employment Agreement and this Agreement, and any other remedies available to the Company (including equitable and injunctive remedies), Executive shall forfeit any additional consideration owing and shall be tolled during obligated to promptly return to the period Company or Parent (within two (2) business days of any violation breach) the full gross amount of this section by the Executive or any period when the Executive takes significant all severance payments and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted Periodbenefits provided. (d) If the Executive breaches, or threatens to commit a breach of, any provision of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) shall be determined to be unenforceable by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened competent jurisdiction or actual, and whether arbitrator by reason of its extending for too great a period of time or not then continuing, over too large a geographic area or over too great a range of such covenantsactivities, it being acknowledged and agreed that any such breach shall be interpreted to extend only over the maximum period of time, geographic area or threatened breach will cause irreparable harm range of activities as to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREwhich it may be enforceable. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During In consideration of the period of time foregoing, the Executive is employed by EVERYWARE Employee agrees that during the Employment Period, and for a six month period thereafter of three (3) years following the “Restricted termination of the Employment Period”), the Executive Employee shall not, not directly or indirectly: A. alone or as a partner, in joint venturer, officer, director, member, employee, consultant, agent, independent contractor or stockholder of, or lender to, any state of the United States company or in Canada or Mexico (the “Prohibited Area”): business, (i) engage in the business of solid waste collection, disposal or otherwise participate recycling (the "Solid Waste Services Business") (Y) anywhere in the United States during the period commencing on the date hereof and continuing through and including the Retirement Date and (Z) following the Retirement Date, in any market in which the Company or any subsidiary or affiliate of the Company (collectively, the "Republic Group") does business or any market in which competes with EVERYWARE’s Business; the Republic Group enters into and engages in the Solid Waste Services Business subsequent to the Retirement Date, or (ii) become a partnercompete with the Republic Group in acquiring or merging with any other business or acquiring the assets of such other business; or B. for any reason, shareholder(i) induce any customer of the Republic Group to patronize any business directly or indirectly in competition with the Solid Waste Services Business conducted by the Republic Group in any market in which the Republic Group does business; (ii) canvass, membersolicit or accept from any customer of the Republic Group any such competitive business; or (iii) request or advise any customer or vendor of the Republic Group to withdraw, other owner curtail or equity holdercancel any such customer's or vendor's business with the Republic Group; or C. for any reason, principal, agent, trustee, employee, director, consultantemploy, or creditor of knowingly permit any company or business directly or indirectly controlled by him, to employ, any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business. (a) During the Restricted Period, the Executive shall not, directly or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be was employed by EVERYWARE. (b) During the Restricted Period, Republic Group at or within the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiaries, in order to induce or attempt to induce such customer, supplier, independent contractor or other business relationship to cease doing business with EVERYWARE or any of its subsidiariesprior six months, or in any way materially interfere with manner seek to induce any such person to leave his or her employment. Notwithstanding the relationship between any customerforegoing, supplier, independent contractor or business relationship and EVERYWARE or any the beneficial ownership of its subsidiaries less than five percent (including any disparaging statements about EVERYWARE or any 5%) of its subsidiaries). (c) The Restricted Period shall be tolled during the period shares of stock of any violation corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice to the Executive of any tolling of the Restricted PeriodSection. (d) If the Executive breaches, or threatens to commit a breach of, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.

Restrictive Covenants. During (i) The Employee shall hold all secret or confidential information, knowledge or data relating to the period Company or any of its affiliated companies and their respective businesses that the Employee obtains during the Employee’s employment by the Company or any of its affiliated companies and that is not public knowledge (“Confidential Information”) in strict confidence. The Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after the Employee’s employment with the Company, except with the prior written consent of the Company or as otherwise required by law, regulation, legal process or as may be required in connection with the performance of his duties as Chief Executive Officer of the Company, as determined by the Employee in the exercise of his good faith judgment during his employment. If the Employee is employed requested pursuant to, or required by, applicable law or regulation or by EVERYWARE legal process to disclose any (ii) In consideration of the compensation and benefits provided hereunder, the Employee agrees, for the benefit of the Company, that he will not, during his employment and for a six the 18 month period thereafter (the “Restricted Period”)thereafter, the Executive shall notengage, directly or indirectly, in any state whether as principal, agent, distributor, representative, consultant, Employee, partner, stockholder, limited partner or other investor (other than an investment of not more than five percent of the United States stock or in Canada equity of any corporation the capital stock of which is publicly traded) or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate otherwise, in any business which competes is competitive with EVERYWARE’s Business; the business now, or at any time during his employment by the Company, conducted by the Company or any of its affiliated companies. In addition, the Employee agrees, for the benefit of the Company, that he will not, during his employment and for a 18 month period thereafter, solicit away from the Company any person who was an officer or Employee of the Company or any of its affiliated companies, either for his own account or for any individual, firm or corporation, whether or not such person would commit any breach of his contract of employment by reason of leaving the service of the Company or any of its affiliated companies, without the prior written consent of the Company. Additionally, it is hereby agreed that for the 18 month period following the Date of Termination, the Employee will not directly or indirectly engage in any activity (ii) become a partnerin any capacity, shareholder, member, other owner or equity holder, including as principal, agent, trusteeEmployee, employeepartner, directorconsultant or otherwise), consultant, including investing or creditor of any person or entity who engages or otherwise participates in any other way obtaining an interest in, with respect to any entity, product or potential product in which during the twelve month period prior to the Date of Termination, the Company or its affiliates has to the Employee’s knowledge or understanding, considered making or is considering making an investment in or engaging in any other business which competes relationship with EVERYWARE’s Businessrespect thereto. (aiii) The Employee covenants and agrees not to engage in any act or say anything that is intended, or may reasonably be expected, to harm the reputation, business, prospects or operations of the Company, its officers, directors, stockholders or Employees. During the Restricted PeriodEmployment and after termination, the Executive shall notEmployee agrees not to engage, directly or indirectly, knowingly solicit individually or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE for a period of one year of the date that Executive ceases to be employed by EVERYWARE. (b) During the Restricted Period, the Executive shall not call on, or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE or any of its subsidiariesin concert with others, in order any conduct or make any statement calculated or likely to induce have the effect of undermining, disparaging or attempt to induce such customerotherwise reflecting poorly upon the Company or its good will, supplier, independent contractor products or other business relationship to cease doing business with EVERYWARE or any of its subsidiariesopportunities, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice manner detrimental to the Executive of any tolling Company , though the Employee may give truthful and non-malicious testimony if properly subpoenaed to testify under oath. The Company agrees that neither the CEO, CFO and other senior officers of the Restricted Period. (d) If the Executive breachesCompany, will, acting officially on Company’s behalf, directly or threatens to commit a breach ofindirectly, any of the provisions contained in this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law individually or in equity: (i) The right and remedy concert with others, engage in any conduct or make any statement calculated or likely to have the Restrictive Covenants specifically enforced (without posting effect of undermining, disparaging or otherwise reflecting poorly upon the Employee , or in any bond) manner detrimental to the Employee , though each may give truthful and non-malicious testimony if properly subpoenaed to testify under oath. The Employee hereby agrees and consents that in addition to monetary damages, the Company shall be entitled to be granted an injunction or other forms of equitable relief by any court having equity jurisdiction, including, without limitation, the right of competent jurisdiction to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any prevent violations of the Restrictive Covenantsabove restrictive covenant.

Restrictive Covenants. a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and accordingly agrees as follows: (1) During the period of time the Executive is employed by EVERYWARE CEO Term and for a six month period thereafter of one (1) year following the date Executive ceases to be employed by the Company for any reason, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Restricted PeriodPerson”), the Executive shall not, directly or indirectly, solicit or assist in soliciting or cause any state other Person or entity to solicit or assist in soliciting, in competition with the Company or any of its subsidiaries or affiliates, the business of any client or prospective client: (i) with whom Executive had personal contact or dealings on behalf of the United States Company or any of its subsidiaries during the one year period preceding Executive’s termination of employment; (ii) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or any of its subsidiaries during the one year immediately preceding Executive’s termination of employment; or (iii) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s termination of employment. (2) During the CEO Term and for a period of one year following the date Executive ceases to be employed by the Company for any reason, Executive will not directly or indirectly, whether on Executive’s own behalf or on behalf of or in Canada conjunction with any other Person, directly or Mexico (the “Prohibited Area”): indirectly: (i) engage in any business that competes with the business of the Company or otherwise participate any of its subsidiaries or affiliates, including, but not limited to, providing formulation/dose form technologies and/or contract services to pharmaceutical, biotechnology, over-the-counter and vitamins/minerals/supplements companies related to pre-clinical and clinical development, formulation, analysis, manufacturing and/or packaging and any other technology, product, or service of the type developed, manufactured, or sold by the Company or any of its subsidiaries or affiliates (including, without limitation, any other business that the Company or any of its subsidiaries or affiliates have plans to engage in as of the termination date) in any geographical area where the Company or any of its subsidiaries or affiliates conducts business which competes with EVERYWARE’s (a “Competitive Business; or ”); (ii) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (iii) acquire a financial interest in, or otherwise become a actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, memberofficer, other owner or equity holderdirector, principal, agent, trustee, employee, director, or consultant; or (iv) interfere with, or creditor of any person or entity who engages or otherwise participates in attempt to interfere with, any business which competes with EVERYWARE’s Businessrelationship (whether formed before, on, or after the date of this Agreement) between the Company or any of its subsidiaries or affiliates and any customer, client, supplier, or investor of the Company or any of its subsidiaries or affiliates. (a3) During Notwithstanding anything to the Restricted Periodcontrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any Person engaged in any Competitive Business that are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive shall (i) is not a controlling person of, or a member of a group that controls, such Person and (ii) does not, directly or indirectly, knowingly solicit own 5% or encourage more of any class of securities of such Person. For the avoidance of doubt, Executive may passively invest in private equity, hedge and mutual funds without being in violation of this covenant. Any such qualifying ownership shall not be deemed to leave be engaging in Competitive Activity for purposes of this Agreement. (4) During the employment of EVERYWARE, any employee of EVERYWARE or hire any employee of EVERYWARE CEO Term and for a period of one year of two (2) years following the date that Executive ceases to be employed by EVERYWARE.the Company for any reason, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (bi) During solicit or, other than in the Restricted Periodordinary course of performing Executive’s duties for the Company, encourage any employee of the Executive shall not call on, Company or solicit any customer, supplier, independent contractor or other business relationship of EVERYWARE its subsidiaries to leave the employment of the Company or any of its subsidiaries; or (ii) hire any such employee who was employed by the Company or any of its subsidiaries as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or any of its subsidiaries coincident with, in order or within twelve (12) months prior to, the termination of Executive’s employment with the Company. (5) During the CEO Term and for a period of two (2) years following the date Executive ceases to induce be employed by the Company for any reason, Executive will not, directly or attempt to induce such customerindirectly, supplier, independent contractor solicit or other business relationship encourage to cease doing business to work with EVERYWARE the Company or any of its subsidiaries any individual consultant then under contract with the Company or any of its subsidiaries to the extent such consultant is primarily engaged in rendering services to or on behalf of the Company or any of its subsidiaries, or in any way materially interfere with the relationship between any customer, supplier, independent contractor or business relationship and EVERYWARE or any of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (c6) The Restricted Period shall be tolled during Notwithstanding anything herein to the period contrary, upon a Change of any violation Control, the definition of the Company, its subsidiaries and affiliates and their respective employees, independent contractors, clients and prospective clients for purposes of this section by the Executive or any period when the Executive takes significant and material steps towards developing a business plan for a business that is in competition with EVERYWARE. EVERYWARE Section 8 shall provide written notice refer only to the Executive of any tolling Company, its subsidiaries and affiliates (and the businesses in which they were engaged or had active plans to engage in), their respective employees, independent contractors, clients and prospective clients, in each case, as of the Restricted Perioddate immediately prior to such Change of Control. (d) If b. It is expressly understood and agreed that although Executive and the Executive breaches, or threatens to commit a breach of, any of Company consider the provisions restrictions contained in this section (Section 8 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the “Restrictive Covenants”)time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, EVERYWARE the provisions of this Agreement shall have the following rights and remedies, each of which rights and remedies not be rendered void but shall be independent deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of the other competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and severally such restriction cannot be amended so as to make it enforceable, and all of which rights and remedies such finding shall be in addition to, and not in lieu of, any other rights and remedies available to EVERYWARE under law or in equity: (i) The right and remedy to have affect the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWARE. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach enforceability of any of the Restrictive Covenantsother restrictions contained herein. The provisions of this Section 8 shall survive the termination of Executive’s employment for any reason.

Restrictive Covenants. During the Resource America, Resource Leasing and Holdings will, for a period of time five (5) years from the Executive is employed by EVERYWARE and for a six month period thereafter (the “Restricted Period”)Closing Date, the Executive shall notrefrain from, either alone or in conjunction with any other Person, or directly or indirectly, in any state of the United States indirectly through its present or in Canada or Mexico (the “Prohibited Area”): (i) engage in or otherwise participate in any business which competes with EVERYWARE’s Business; or (ii) become a partner, shareholder, member, other owner or equity holder, principal, agent, trustee, employee, director, consultant, or creditor of any person or entity who engages or otherwise participates in any business which competes with EVERYWARE’s Business.future Affiliates: (a) During employing, engaging or seeking to employ or engage any Person who within the Restricted Period, the Executive shall not, directly prior twelve (12) months had been an officer or indirectly, knowingly solicit or encourage to leave the employment of EVERYWARE, any employee of EVERYWARE the Company or hire any Subsidiary, unless such officer or employee (A) resigns voluntarily (without any solicitation from Seller or any of EVERYWARE for a period of one year of its Affiliates) or (B) is terminated by the date that Executive ceases to be employed by EVERYWARE.Company or any Subsidiary after the Closing Date; (b) During the Restricted Periodcausing or attempting to cause (A) any client, the Executive shall not call on, or solicit any customer, suppliervendor or supplier of the Company or any Subsidiary to terminate or materially reduce its business with the Company or its Subsidiaries or (B) any officer, independent contractor employee or other business consultant of the Company or any Subsidiary to resign or sever a relationship of EVERYWARE with the Company or a Subsidiary; (c) disclosing (unless compelled by judicial or administrative process or otherwise required by law) or using any confidential or secret information relating to the Company or any of its subsidiariesSubsidiaries or any of their respective clients, customers, vendors or suppliers; or (d) participating or engaging in order (other than through the ownership of five percent (5%) or less of any class of securities registered under the Securities Exchange Act of 1934, as amended), or otherwise lending material assistance (financial or otherwise) to induce any Person participating or attempt engaged in, any of the lines of business in which the Company or any of the Subsidiaries is participating or engaged on the Closing Date in any jurisdiction in which the Company or a Subsidiary participates or engages in such line of business on the Closing Date; provided, however, that nothing in this Section 7.01 shall restrict or limit FL Partnership Management, Inc., a subsidiary of Resource America, from continuing to induce such customerconduct its business as currently conducted. Notwithstanding the foregoing, supplier, independent contractor if any Person participating or other engaged in any of the lines of business relationship to cease doing business with EVERYWARE in which the Company or any of its subsidiaries, Subsidiaries is participating or in any way materially interfere with engaged on the relationship between any customer, supplier, independent contractor Closing Date proposes to acquire Resource America (or business relationship and EVERYWARE all or any substantially all of its subsidiaries (including any disparaging statements about EVERYWARE or any of its subsidiaries). (cassets) The Restricted Period shall be tolled during the period of any violation of this section by the Executive or any period when the Executive takes significant and material steps towards developing in a business plan for a business that is in competition with EVERYWARE. EVERYWARE shall provide written notice bona fide arm's length transaction, Purchasers will not unreasonably withhold their consent to the Executive of any tolling of the Restricted Period. (d) If the Executive breaches, or threatens to commit a breach of, any waiver of the provisions contained in of this section (the “Restrictive Covenants”), EVERYWARE shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available Section 7.01(d) with respect to EVERYWARE under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced (without posting any bond) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary, and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable harm to EVERYWARE and that money damages will not provide adequate remedy to EVERYWAREtransaction. (ii) The right and remedy to require the Executive to account for and pay over to EVERYWARE all compensation, profits, monies, accruals, increments of other benefits derived or received by the Executive as the result of any transaction constituting a breach of any of the Restrictive Covenants.