constitute a defense to the enforcement by Employer of the foregoing restrictive covenants but shall

#[[Organization A:Organization]] material breach of this Agreement or [[Organization A:Organization]] Restrictive Covenants Agreement by Employee.

Unless otherwise defined herein, capitalized terms used in this Restrictive Covenants Addendum to Restricted Stock Unit Agreement will be ascribed the same defined meanings as set forth in the Restricted Stock Unit Agreement of which this Restrictive Covenants Addendum forms a part (or the Plan or other written agreement as specified in the Restricted Stock Unit Agreement).

Tax Allocation. The Parties shall allocate five percent of the Purchase Price to the Restrictive Covenants and the remainder of the Purchase Price to the Acquired Assets for tax purposes. The Parties acknowledge and agree that the tax allocation, if any, of Purchase Price to Restrictive Covenants shall not, in any way, limit any remedy available to Purchaser for any breach by any Seller Party of any Restrictive Covenants. The Earn-Out Payment, if any, will be treated in accordance with Section 483 of the Internal Revenue Code of 1986 as amended, and corresponding Treasury Regulations thereunder.

Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive # represents that he is familiar with and has carefully considered the Restrictive Covenants, # represents that he is fully aware of his obligations hereunder, # agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, # agrees that the Company and its affiliates currently conduct business throughout North America, and # agrees that the Restrictive Covenants will continue in effect for the applicable periods contemplated by the Restrictive Covenants regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

The provisions contained in Section 5.1 are in addition to your continuing confidentiality obligations pursuant to the agreement styled Confidentiality Agreement - Florida, executed by you on April 14, 2003 (“Confidential Information Agreement”). For the avoidance of doubt, any post-employment restrictive covenants contained in your equity awards are hereby superseded in their entirety by the restrictive covenants set forth in this Section 5.1.

If the Consultant breaches or threatens to commit a breach of any of the provisions of Sections 5, 7 or 8 of this Agreement (the “Restrictive Covenants”), the [[Organization A:Organization]] shall have the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the [[Organization A:Organization]] and that money damages would not provide an adequate remedy to the [[Organization A:Organization]]. The [[Organization A:Organization]] shall also have any other rights and remedies available to the [[Organization A:Organization]] under law or in equity.

Compensation upon Separation without “Cause” or for “Good Reason.” Upon Separation from Service by the Company without Cause or by Employee for Good Reason, conditioned upon the existence of an Effective Release and Employee’s continued compliance with the Restrictive Covenants Agreements and the terms thereunder, and subject to Section 9, Employee shall be entitled to, in lieu of any other separation payment or severance benefit:

Covenants. If Parent, any Loan Party or any of their respective Subsidiaries, as applicable:

Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by either Party on or prior to the Closing shall have been performed or complied with in all material respects.