Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if # a Change in Control has occurred and Executive’s employment with the [[Nucor Corporation:Organization]] is involuntarily terminated by [[Nucor Corporation:Organization]] or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against [[Nucor Corporation:Organization]] as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.

Agreement - Needham - EVP - 2021

“Change in Control Non-Compete Benefits” means the payments and benefits provided under Section 5.

Non-Compete. During the period commencing on the Effective Date and concluding on the date that is # if this Agreement expires or is terminated on or after the First Commercial Sale of a Product in the Territory under this Agreement, the earlier of # ten (10) years after the First Commercial Sale of a Product in the Territory, and # the later of # the expiration or termination of this Agreement and # five (5) years after the First Commercial Sale of a Product in the Territory under this Agreement and # if this Agreement expires or is terminated before the First Commercial Sale of a Product in the Territory under this Agreement, three (3) years after such expiration or termination of this Agreement (“Non-Competition Confidential

Non-Compete. In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company he shall become familiar with Acadia’s and the Subsidiaries’ trade secrets and with other Confidential Information concerning Acadia and the Subsidiaries and that his services have been and shall be of special, unique and extraordinary value to Acadia and the Subsidiaries, and, therefore, Executive agrees that, during the Employment Period and for a period thereafter of # in the case of a termination pursuant to Section 4(c), twenty-four (24) months or # in the case of all other terminations of employment, eighteen (18) months (the “Non-Compete Period”), he shall not # directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business that derives at least 25% of its gross revenue from # the business of providing behavioral healthcare and/or related services, or # any other material business in which Acadia or any of the Subsidiaries have developed plans to be engaged in on or after such date of which the Executive has or should have had actual knowledge, or # directly or indirectly manage, control, participate in, consult with or render services specifically with respect to any unit, division, segment or subsidiary of any other business that engages in or otherwise competes with (or was organized for the purpose of engaging in or competing with) the business of providing behavioral healthcare and/or related services (provided that, this clause (ii) shall not be construed to prohibit Executive from directly or indirectly owning any interest in, managing, controlling, participating in, consulting with, rendering services for, or in any manner engaging in any business activities with or for such business generally and, for the avoidance of doubt, not specifically with respect to such unit, division, segment or subsidiary), in each case, within the United States and any other geographical area in which Acadia and the Subsidiaries engage in such businesses. Notwithstanding anything in this Agreement to the contrary, Executive shall not be subject to the restrictions set forth in this Section 7(a) if the Employment Period is terminated (or deemed to have been terminated) by the Company without Cause or by Executive with Good Reason and for so long as the Company or Acadia, as applicable, is in breach of its obligations under Sections 4(b) or 4(c) and such breach is not the subject of a good faith dispute between the Company and Executive. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Non-Compete. As an inducement for Buyer to enter into this Agreement and to consummate the Transaction, the Restricted Sellers hereby covenant and agree that during the period beginning on the date of this Agreement and ending on the two (2) year anniversary of the Closing Date (the “Non-Compete Restrictive Period”), each such Restricted Seller shall not (and shall cause his or her Affiliates not to), directly or indirectly, on his or her own behalf or in coordination with or on behalf of others and in any form or manner whatsoever (other than for the benefit of the Company or any of its Subsidiaries in such Seller’s capacity as an employee thereof):

Non-Compete. While employed by the Company and continuing during the period while any amounts are being paid to Grantee by the Company and for a period of 18 months thereafter, Grantee will not own or be employed by or assist anyone else in the conduct of any business # which is in competition with any business conducted by the Company or # which Grantee knows the Company was actively evaluating for possible entry, in either case in the United States or in any other jurisdiction in which the Company is engaged in business or has been engaged in business during Grantee’s employment by the Company, or in such jurisdictions where Grantee knows the Company is actively pursuing business opportunities at the time of Grantee’s termination of employment with the Company; provided that ownership of five percent (5%) or less of the voting stock or other ownership interests of any business entity that is listed on a national securities exchange shall not constitute a violation hereof.

Non-compete. You agree that during Your employment with the Company and for a period of eighteen (18) months immediately after the termination of Your employment with the Company, You shall not:

Non-Compete. For a period of two years after the Executive leaves the employment of the Company, the Executive covenants and agrees with the Company that the Executive will not, directly or indirectly, work for or consult with any competing insurance companies that do write the same insurance products in the states in which the Company does business. The non-compete covenant will not apply to the Executive if the Company terminates the Executive without "Cause." As used in this Agreement "Cause" shall only mean # any action or omission of the Executive which constitutes a breach of this Agreement, or # fraud, breach of fiduciary duty, gross negligence, embezzlement or misappropriation as against the Company.

Non-Compete. During my employment with the Company and its affiliates and for a period of one (1) year thereafter, I will not directly or indirectly, for myself, or on behalf of any other person, firm, corporation or other entity (except the Company or any of its affiliate whether as principal, agent, debtor, executive, consultant, joint venturer, investor, employee, stockholder, partner, officer, member, manager, director, sole proprietor or in any other capacity, engage in, manage, own, operate, control, participate in the ownership, management, operation or control of or assist in any person or entity, whose business activities involve # drugs for the treatment of cancer indications for which Company owned assets are being actively developed by the Company. This provision may be modified or waived by written consent of the Compensation Committee of the MAIA Biotechnology, Inc. Board of Directors.