Acknowledgements. Executive acknowledges and agrees that the restrictions set forth in Sections 6(a), 6(c), 6(d), and 6(e) are appropriate and reasonable, in view of the nature of the Company’s and its Affiliates’ businesses and Executive’s employment with the Company and knowledge of the business, and that if this Agreement is enforced according to its terms, Executive shall be able to earn a reasonable living in commercial activities unrelated to the business satisfactory to Executive. Executive further covenants that Executive shall not initiate any challenge to the reasonableness or enforceability of any of the restrictions set forth in Sections 6(a), 6(c), 6(d), and 6(e). In the event that any such restrictions are held by any court or arbitrator of competent jurisdiction to be in any respect unreasonable, the courts or arbitrators so holding may limit the territory to which it pertains or the period of time in which it operates, or effect any other change to the extent necessary to make it enforceable. The remaining provisions shall not be affected, but shall, subject to the discretion of such court or arbitrator, remain in full force and effect and any invalid or unenforceable provision shall be deemed (without further action on the part of the parties hereto) modified, amended and limited, to the extent necessary to render the same valid and enforceable to the maximum extent permissible. Executive acknowledges and agrees that nothing in this Section 6 or this Agreement shall prevent Executive from: # reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency enforcing discrimination laws; # reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; # participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; # making any truthful statements or disclosures required by law, regulation, or legal process; and # requesting or receiving confidential legal advice.

Acknowledgement. Executive acknowledges that the restrictions set forth in this Section 6 are reasonable in scope and essential to the preservation of the businesses and proprietary properties of the Company and its affiliates and that the enforcement thereof will not in any manner preclude Executive, in the event of his termination of employment with the Company, from becoming gainfully employed in such manner and to such extent as to provide a reasonable standard of living for himself, the members of his family and those dependent upon him of at least the sort and fashion to which he and they have become accustomed and may expect.