Notwithstanding anything to the contrary herein, in the case of an Account subject to the extended vesting rules of Section 5.3, if a Participant or Former Participant incurs a Termination of Employment before the relevant scheduled vesting date or dates, then for so long as the Participant or Former Participant does not engage in a Competitive Activity or a Soliciting Activity, such Account will continue to vest on the relevant scheduled vesting date or dates. If at any time before such Account vests, the Participant or Former Participant engages in a Competitive Activity or a Soliciting Activity, any unvested portion of such Account will be forfeited at that time.

“Competitive Business” means any business, person or entity that is engaged, or planning or contemplating to engage within a period of twelve (12) months, in any business activity that is competitive with the business and business activities engaged in by the Covered Unit(s).

In the event you fail to immediately notify the Company in writing prior to commencing any activity that violates the Competitive Activity Restriction and you violate the Competitive Activity Restriction, # all future payments and benefits payable under paragraph 2.b of this Agreement shall immediately cease and be forfeited by you and # you will be required to repay to the Company any payments already received by you pursuant to paragraph 2.b of this Agreement other than the amount of Twenty-five Thousand Dollars ($25,000.00) and such amount shall be adequate consideration for the release of claims in this Agreement, which shall remain in full force and effect.

•during any instruction, practice, preparation for, or participation in, any competitive, prearranged or organized racing, speed contest, rally, gymkhana, sports event. stunting activity, or timed event of any kind; or

Competitive Bid Fee. Simultaneously with the delivery of each Notice of Competitive Bid Borrowing, the Borrowers shall pay to the Administrative Agent for its own account, a fee equal to $2,500.

Competitive Bid Option. In addition to Ratable Advances pursuant to Section 2.3, but subject to the terms and conditions of this Agreement (including, without limitation, the limitation set forth in Section 2.2 as to the maximum aggregate principal amount of all outstanding Advances hereunder), the Company may, as set forth in this Section 2.4, request [[Organization B:Organization]], prior to the Termination Date, to make offers to make Competitive Bid Advances to the Company or any Borrowing Subsidiary. Each Lender may, but shall have no obligation to, make such offers and the Company may, but shall have no obligation to, accept any such offers in the manner set forth in this Section 2.4. Each Competitive Bid Advance to a Borrower shall be repaid by such Borrower on the last day of the Interest Period applicable thereto.

Competitive Business Activities. The term "Competitive Business Activities" as used herein shall be deemed to mean the business of the Company at the time of termination.

Competitive Bid Loans. Each Borrower shall repay to the [[Person A:Person]] for the account of each Lender which has made a Competitive Bid Loan to such Borrower, and each other holder of a Competitive Bid Loan of such Borrower, on the maturity date of each Competitive Bid Loan made to such Borrower (such maturity date being that specified by the Company for repayment of such Competitive Bid Loan in the related Notice of Competitive Bid Loan Borrowing delivered pursuant to [Section 3.02] and provided in the Competitive Bid Loan Note, if any, evidencing such Competitive Bid Loan), the then unpaid principal amount of such Competitive Bid Loan.

For employees based in Colorado, Section # does not apply to you unless your annualized cash compensation from the Company is at least $101,250 in 2022 and at least $112,500 in 2023. If your annualized cash compensation does exceed these thresholds, Section # still only restricts you from engaging in any activity for a competitive Business (as defined above) in which the use, disclosure, or misappropriation of Trade Secrets you had access to or obtained during your employment with the Company may provide the competitive Business with a competitive advantage against the Company, and/or otherwise cause harm to the Company

“Soliciting Activity” means to: directly or indirectly, # Solicit a Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the Firm, # interfere with or damage (or attempt to interfere with or damage) any relationship between the Firm and a Client, or # Solicit any person who is an Employee to resign from the Firm or to apply for or accept employment with, or agree to perform services for, any Competitive Enterprise.