Competitive Activity. The Executive shall engage in a “Competitive Activity” if the Executive participates in the management of, is employed by or owns any interest in any business enterprise at a location within the United States that engages in substantial competition with the Company or its subsidiaries, where such enterprise’s revenues from any competitive activities amount to 10% or more of such enterprise’s consolidated net revenues and sales for its most recently completed fiscal year; provided, however, that owning stock or other securities of a competitor amounting to less than five percent of the outstanding capital stock of such competitor shall not be a “Competitive Activity”.

Competitive Activity. While employed by the Company, and for a period of one (1) year following your Termination Date, you are obligated to provide notice to Company of future activity and responsibilities prior to starting a new position. Upon receipt of such notice, the Company will have a 10-day window to exercise a non-compete for a period not to exceed 12 months from the Termination Date. In such event, and only if your employment terminates pursuant to a Termination Without Cause, the Company will pay you, during the 12-month period, your base salary according to the Company payroll schedule less applicable withholdings, so long as you are not otherwise employed. In the event # your employment is termination as a Termination Without Cause by the Company, # the Company is paying Severance Pay to you, and # the Company invokes its non-compete option, your Severance Pay will end and the non-compete payment will begin for a period not to exceed one year from Termination Date. In the event you breach this clause, you agree to reimburse immediately all severance and non-compete payments you received from the Company. You agree and understand that should the Company exercise its non-compete option under this paragraph, you will be bound by the terms of this Competitive Activity/non-compete provision, even if you are terminated for cause or you voluntary terminate, and thus do not receive the non-compete payments described herein.

Competitive Activity. The Executive shall engage in a “Competitive Activity” if the Executive participates in the management of, is employed by or owns any interest in any business enterprise at a location within the United States that engages in substantial competition with the Company or its subsidiaries, where such enterprise’s revenues from any competitive activities amount to 10% or more of such enterprise’s consolidated net revenues and sales for its most recently completed fiscal year; provided, however, that owning stock or other securities of a competitor amounting to less than five percent of the outstanding capital stock of such competitor shall not be a “Competitive Activity”.

While employed by the Company, and for a period of one (1) year following Employee’s termination of employment (whether voluntary or involuntary), Employee agrees not to compete, directly or indirectly, with the Company anywhere in the world. Employee agrees that the Company operates in a global market, and that the foregoing restriction is a fair and reasonable description of the area in which the Company is or will be doing business.

Competitive Activity. In consideration of the foregoing, you agree that if your termination from employment is a Qualifying Termination, then during a period ending 24 months following your Date of Termination (the “Non-Compete Period”) you shall not, directly or indirectly, engage in any Competitive Activity. If you engage in any Competitive Activity during the Non-Compete

Competitive Activity. In addition to the restrictions contained in the Company’s Code of Conduct, Executive agrees that Executive shall not, without the prior written consent of the Company (as may be communicated through the Company’s President and Chief Executive Officer):

Engagement in Competitive Activity. Without in any way limiting the Administrator’s authority under Section 16.1 or any other provision in the Plan or in any Award Agreement, in the event the Administrator, in its sole and absolute discretion, determines that the Participant has engaged in a Competitive Activity at any time during employment by the Company or an Affiliate or during the two-year period following termination of employment, # any payments to which the Participant is otherwise entitled shall immediately cease and the Participant shall have no right to receive any further payments under the Plan or any Award; and # the Participant shall immediately return to the Company, and the Company shall without any further action have the right to recover, any amounts that have been paid to the Participant pursuant to an Award in the two-year period following termination of employment.

Competitive Activity. The Executive shall engage in a “Competitive Activity” if the Executive participates in the management of, is employed by or owns any interest in any business enterprise at a location within the United States that engages in substantial competition with the Company or its subsidiaries, where such enterprise’s revenues from any competitive activities amount to 10% or more of such enterprise’s consolidated net revenues and sales for its most recently completed fiscal year; provided, however, that owning stock or other securities of a competitor amounting to less than five percent of the outstanding capital stock of such competitor shall not be a “Competitive Activity”.

Competitive Activity Prior to Exercise. If the Optionee engages in Competitive Activity at any time prior to the date that all or any portion of the Option has been exercised, the Option (or, if any, any other award under the Plan held by the Optionee that is unvested as of the date the Optionee engages in such Competitive Activity) shall terminate immediately effective as of such date, with no payment made in consideration therefor. The Company may elect in its sole discretion to waive the foregoing provision. The Optionee acknowledges and agrees that any waiver by the Company of a similar forfeiture provision with respect to any other award under the Plan held by the Optionee or any other award recipient shall not entitle the Optionee to such a waiver with respect to the Option.

Section # Competitive Business Activity. A Member and any of its respective Affiliates must present in writing to the JOC any business opportunity that may require the Member or its Affiliate to potentially act as a Competitor (each such notice, a “Competitive Business Activity Notice”), or be involved in actions which may be directly or indirectly competitive with the Business in the Territory (herein a “Competitive Business Activity”). Once the Competitive Business Activity is presented to the JOC, the Company may, through the Supermajority Approval of the JOC, elect to engage in the Competitive Business Activity. If such a Competitive Business Activity is presented to the JOC and the Company does not receive the Supermajority Approval of the JOC to engage in the Competitive Business Activity within sixty (60) days of the Company’s receipt of the Competitive Business Activity Notice, then the presenting Member or Affiliate, as applicable, shall be free to engage in that Competitive Business Activity fully outside the operations of the Company. If the Company does receive the Supermajority Approval of the JOC to engage in the Competitive Business Activity within sixty (60) days of the Company’s receipt of the Competitive Business Activity Notice, then # the presenting Member or Affiliate, as applicable, may not engage in that Competitive Business Activity, and # each Member of the Company will have the opportunity, but not the obligation, to fund such Competitive Business Activity in an amount according to such Member’s Percentage Interest in the Company, either through additional Capital Contributions to the Company or by funding a special purpose vehicle formed by the Company to finance such activity. Notwithstanding the foregoing, if the Company has not, either directly or indirectly via a special purpose entity, committed in writing to undertake such Competitive Business Activity within ninety (90) days of the Company’s receipt of the Competitive Business Activity Notice, then the Company shall notify the initially presenting Member or its Affiliate, as applicable, and then the presenting Member or Affiliate, as applicable, shall be free to engage in that Competitive Business Activity fully outside the operations of the Company.