During the term of the Employee’s active employment with the Employer, the Employee will not, directly or indirectly, engage or participate in any other business activities that compete against the Employer.

Commercially Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Exchange and the other transactions contemplated by this Agreement. The Parties hereto will use their commercially reasonable best efforts and cooperate with one another # in promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (or, which if not obtained, would result in an event of default, termination or acceleration of any agreement or any put right under any agreement) under any applicable law or regulation or from any governmental authorities or third parties in connection with the transactions contemplated by this Agreement, and # in promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, permits or authorizations. The Parties hereto shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Exchange.

Best Efforts/Full-time. Executive will expend Executive’s best efforts on behalf of the Company, and will abide by all policies and decisions made by the Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of the Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for the Company, unless Executive notifies the Company’s Board of Directors (“Board of Directors”) in advance of Executive’s intent to engage in other paid work and receives the Board of Directors’ express written consent to do so. Notwithstanding the foregoing, Executive will be permitted to serve as an outside director on the board of directors for nonprofit or charitable entities, provided such entities are not competitive with the Company and subject to the provisions of Section 8 below.

Duties and Responsibilities; Best Efforts. While employed by [[Seller:Organization]], Executive shall perform such duties for and on behalf of [[Seller:Organization]] as may be determined and assigned to Executive from time to time by the Chief Executive Officer of [[Seller:Organization]] or the Board. Executive shall devote Executive’s full time and best efforts to the business and affairs of [[Seller:Organization]]. During the term of Executive’s employment with [[Seller:Organization]], Executive will not undertake other paid employment or engage in any other business activity without the prior written consent of the Board.

Duties and Responsibilities; Best Efforts. While employed by [[Nucor:Organization]], Executive shall perform such duties for and on behalf of [[Nucor:Organization]] as may be determined and assigned to Executive from time to time by the Chief Executive Officer of [[Nucor:Organization]] or the Board. Executive shall devote her full time and best efforts to the business and affairs of [[Nucor:Organization]]. During the term of Executive’s employment with [[Nucor:Organization]], Executive will not undertake other paid employment or engage in any other business activity without the prior written consent of the Board.

Pay-off upon Conversion. If the Outstanding Balance is converted in full pursuant to [Section 4(a) or 4(b)])] above, then such principal and interest shall be deemed to have been paid in full by the Company on the date of such conversion.

Transition Pay Following Termination. Employee acknowledges that if this Agreement is terminated by Employee for any reason or by the Company for Cause, Employee shall not be entitled to any Transition Pay after the Termination Date. The Company shall pay Employee any accrued but unpaid Transition Pay at the end of the applicable monthly pay period in which the termination occurs.

Company’s Obligation to Pay. Each Performance Share has a value equal to the Fair Market Value of a Share on the date that the Performance Share is granted. Unless and until the Performance Shares have vested in the manner set forth in paragraphs 3 through 5, the Employee will have no right to payment of such Performance Shares. Prior to actual payment of any vested Performance Shares, such Performance Shares will represent an unsecured obligation of the Company. Payment of any vested Performance Shares shall be made in whole Shares only.

Employee shall devote working time, attention, knowledge, and skills to Employer's business interests and shall do so in good faith, with best efforts, and to the reasonable satisfaction of the Employer. It is understood that the Employee has other business interests that may demand substantial time and may present conflicts of interest to the Company.

Borrowers agree to pay the Lender Group Expenses on the earlier of # the first day of the month immediately following the date on which the applicable Lender Group Expenses were first incurred, or # the date on which demand therefor is made by Agent, in each case, provided that Agent shall endeavor, so long as no Default or Event of Default shall have occurred and be continuing, to provide a reasonably detailed invoice thereof to Borrowers prior to such payment date (it being acknowledged and agreed that any charging of such Lender Group Expenses to the Loan Account pursuant to the provisions of [Section 2.6(d)] shall be deemed to constitute a demand for payment thereof for the purposes of subclause # of this [Section 2.5(a)]). Borrowers promise to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. Borrowers agree that their obligations contained in the first sentence of this [Section 2.5(a)] shall survive payment or satisfaction in full of all other Obligations.