Restrictive Covenants. Each of the covenants contained in Paragraphs 2(a)-(c) of this [Annex A] are collectively referred to as the “Restrictive Covenants.”

Restrictive Covenants. In consideration for the employment offered to Executive by the Company and such other good and valuable consideration received and acknowledged by Executive to be adequate and sufficient, including the Equity Incentives set forth in Section 4(b) and the Relocation Bonus set forth in Section 4(e), Executive agrees:

3.1During the period of the Executive’s employment with the Company and for a period of one year following the Separation Date (other than upon a termination without Cause, in which case the obligations under this [Section 3.1] cease upon separation from employment, absent a mutual agreement of the parties in a new agreement with respect to such period), the Executive shall not, directly or indirectly, own, manage, control, operate, be employed by, participate in or be connected with the ownership, management, operation or control of any business which competes with the Company or any of its affiliated companies (each, a “Competitor”) in the Restricted Area, if the Executive would be performing job duties or services for the Competitor that are of a similar type that the Executive performed for the Company at any time during the last two years of the Executive’s employment. The Executive acknowledges that undertaking any leadership role for a Competitor would constitute performing job duties or services of a similar type that he performed for the Company. Further, for purposes of this [Section 3.1], “Restricted Area” shall mean the geographic areas in which the Executive, during the last two years of employment, provided services or had a material presence or influence (which, given his position as Chief Operating Officer, would be any area in which the Company was conducting business). The foregoing shall not apply to passive ownership of less than 5% of the outstanding stock of a publicly held corporation, which ownership is disclosed to the CEO. The restricted period will be extended to two years following cessation of employment if the Executive breaches his fiduciary duty to the Company or unlawfully takes, physically or electronically, property belonging to the Company, in which case the duration may not exceed 2 years from the date of cessation of employment. Before agreeing to this [Section 3.1] the Executive has the right to and is encouraged to consult with counsel. The Executive agrees that he is receiving mutually-agreed consideration appropriate to support these restrictions pursuant to the additional compensation for which he is eligible pursuant to this Agreement in [Sections 2.3] and/or 4.5. The Executive further acknowledges that the agreement not to compete with the Company contemplated by this [Section 3.1] (the “non-competition agreement”) is supported by fair and reasonable consideration independent from the Employee’s continued employment, and that, notwithstanding the immediate effectiveness otherwise of this Agreement upon the Parties execution of the Agreement, the non-competition agreement shall not take effect until the later of # eleventh (11th) business day following the date on which the Company provided this Agreement to the Executive for review and execution; and # the Executive’s execution of this Agreement.

Restrictive Covenants. In consideration of the terms of this Award and your access to Confidential Information, you agree to the restrictive covenants and associated remedies as set forth below, which exist independently of and in addition to any obligation to which you are subject under the terms of the Wells Fargo Agreement Regarding Trade Secrets, Confidential Information, Non-Solicitation, and Assignment of Inventions (the “TSA”):

Restrictive Covenants. Executive acknowledges and recognizes the highly competitive nature of the Company’s business. Accordingly, Executive agrees as follows:

Restrictive Covenants. Simultaneously with the execution of this Agreement, Executive shall execute the Employee Non-Competition and Confidentiality Agreement attached hereto as [Exhibit A] (the “Non-Competition and Confidentiality Agreement”).

Restrictive Covenants. In consideration for the Severance Pay, Executive shall be subject to the following restrictive covenants as of the Effective Date of this Agreement:

Greenblatt acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Greenblatt’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Lyke acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Lyke’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Silva acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Silva’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Shulman acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Shulman’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

RESTRICTIVE LEGENDS. The certificates representing the Stock issued upon exercise of options granted pursuant to this Plan will bear the following legends giving notice of restrictions on transfer under the Act and this Plan, as follows:

Restrictive Covenant. During the Restricted Period, except as otherwise provided in the Distribution Agreement with respect to the distribution of the Restricted Products in the Aftermarket, Seller and its Affiliates will not directly or indirectly, sell and service Restricted Products in the Territory. Further, during the period from Closing Date through the two-year anniversary of the Closing Date, except as otherwise provided in the Distribution Agreement with respect to the distribution of the Restricted Products in the Aftermarket or the Transition Services Agreement with respect to the marketing and promotion of, and servicing of and customer training on, the Restricted Products, Seller and its Affiliates will not directly or indirectly, market or promote Restricted Products in the Territory. None of the foregoing provisions in this Section 4.4 shall restrict Seller from selling, servicing, marketing or promoting, air compressors, servo valves, air dryers, switches, or air suspension controls, that otherwise would fall within the restrictions set forth in this Section 4.4 to the extent that Seller and its Affiliates market, promote or sell such product as part of a “broader system solution”, unless such “broader system solution” is or is included in an Anti-Lock Braking System (ABS), a Drive Slip Control System (ASR), an Exhaust Brake, an Electronic Brake System (EBS), a Hydraulic or Air Over Hydraulic ABS or Anti Slip Regulation (ASR), a Retarder Control System, a Collision Mitigation System (CMS) or Traction Control. Each of the capitalized terms used in this section without definition shall have the definition set forth on [Exhibit A] within the Restricted Products list.

All certificates representing Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

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).