The Executive agrees that # during the term of Executive’s employment with the Company and, # during the 12-month period following the termination of Executive’s employment with the Company for any reason (the “Non-Competition Period”) within the Restricted Territory, the Executive shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Company’s Business. Notwithstanding the foregoing, # the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and # if the Board terminates the Executive’s employment following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this [subparagraph 7(b)(i)], the “Non-Competition Period” shall be the 3-month period following such termination of the Executive’s employment.

TheIn consideration for the severance payments and benefits set forth in Section 1 of this Agreement, Executive agrees for a period of 12 months after the Effective Date (the “Noncompetition Restricted Period”) to not, directly or indirectly, on Executive’s own behalf or for the benefit of any other individual or entity: # operate, conduct, engage in, or own (except as a holder of not more than 1% of the outstanding stock of a publicly held company), or prepare to operate, conduct, engage in, or own any business or enterprise that develops, manufactures, markets, licenses, sells or otherwise provides, or is preparing to develop, manufacture, market, license, sell or otherwise provide, any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or otherwise provided, or planned to be developed, manufactured, marketed, licensed, sold or otherwise provided by the Company while Executive was employed by the Company (a “Competing Business”) or # participate in, render services to, or assist any individual or entity that engages in a Competing Business in any capacity (whether as an employee, manager, consultant, director, officer, contractor, or otherwise) # which involve the same or similar types of services Executive performed for the Company at any time during the termlast two years of Executive’s employment or engagement with the Company and,or # in which Executive could reasonably be expected to use or disclose Proprietary Information, in each case (i) and (ii) limited to each city, county, state, territory and country in which # Executive provided services or had a material presence or influence at any time during the 12-month period following the termination of Executive’s last two years of employment or engagement with the Company for any reason (the “Non-Competition Period”) withinor # the Restricted Territory, the Executive shall not, directlyCompany is engaged in or indirectly,has plans to engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Competing Business as of the Effective Date. Without limiting the Company’s Business. Notwithstanding the foregoing, # the Executive shall not be precluded from purchasingability to seek other remedies available in law or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securitiesequity, if Executive does not actively participateviolates this Section 4(b), the Noncompetition Restricted Period shall be extended by one day for each day that Executive is in or control, directly or indirectly, any investment or other decisions with respectviolation of such provisions, up to such entity, and # ifa maximum extension equal to the Board terminates the Executive’s employment following the endlength of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred duringNoncompetition Restricted Period, so as to give the Employment Period), then solely for purposes of this [subparagraph 7(b)(i)],Company the “Non-Competition Period” shall be the 3-month period following such terminationfull benefit of the Executive’s employment.bargained-for length of forbearance.

TheExcept as otherwise provided in the Agreement, during any period in which the Executive agrees that # during the termserves as an employee of Executive’s employment with the Company and, # duringand for a period of two (2) years after the 12-month period following thedate of termination of Executive’sthe Executives employment with the Company forat any reasontime (the “Non-Competition Period”) within the Restricted Territory,Non-compete Period), the Executive shall not, without the express written consent of the Board of Directors, directly or indirectly, engageengage, participate, invest in, be employed by or participate in, prepareassist, whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent, or set up, assistconsultant, or have any interest in any person, partnership, corporation, firm, associationother capacity, any business entity other than the Company and its affiliates, which develops, manufactures, sells or other business organization, entitymarkets products or enterprise, whether as an officer, employee, director, partner, stockholder, consultantperforms services which are directly competitive with the products or otherwise, that engages inservices of the Company’s Business. NotwithstandingCompany, or products or services which the Company has under development or which are the subject of active study on the date of the termination of the Executives employment (hereinafter a Competitor). Without limiting the foregoing, the foregoing covenant shall prohibit the Executive during the period set forth above from # soliciting for or on behalf of any such Competitor any customer of the Company and # diverting to any such Competitor any customer of the Company. In addition, during the period covered by the Section 7(a), the Executive shall not be precluded from purchasinghire or owning, directlyattempt to hire for or beneficially, as a passive investment, two percent (2%) or lesson behalf of any classPerson (including any Competitor) any officer of publicly traded securities if Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and # if the Board terminates the Executive’s employment following the endemployee of the Employment Period (forCompany or encourage for on or behalf of any reasonsuch Person (including the Competitor) any officer of employee to terminate his or his relationship or employment with the Company. Notwithstanding the foregoing, however, the Executive may make passive investments in a Competitor, whether the securities of such Competitor are publicly traded, if such investment constitutes less than one percent (1%) of the outstanding shares of capital stock or comparable equity interests of the Competitor. As of the date of the Agreement, the Executive represents he is not performing any other thanduties for, and is not a reasonparty to any similar agreement with any Competitor. The Executive understands that would have constituted a Terminationthe restrictions set forth in the Section 7(a) are intended to protect the Company’s interest in its proprietary information and established customer relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for the purpose. For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this [subparagraph 7(b)(i)], the “Non-Competition Period”Agreement, the term Person shall be the 3-month period following such termination of the Executive’s employment.mean an individual, a corporation, an association, a partnership, a limited liability company or partnership, an estate, a trust, and any other entity or organization.

The Executive agrees that #all times during the termTerm and any Renewal Term and for a period of Executive’two (2) years after termination of the Executive's employment under this Agreement or any renewal or extension thereof (the "Restricted Period'), for whatever reason and in any geographic areas in which the Company operated or was actively planning on operating as of the date of termination of the Executive's employment (the "Restricted Area"), Executive will not individually or in conjunction with others, directly engage in Competition (as hereinafter defined) with the Company and, # duringbusiness of the 12-month period following the termination of Executive’s employment with the Company for any reason (the “Non-Competition Period”) within the Restricted Territory, the Executive shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise,Company, whether as an officer, director, proprietor, employer, employee, director, partner, stockholder, consultantpartner independent contractor, investor, consultant, advisor, agent, or otherwise,otherwise; provided that engagesthis provision shall not apply to the Executive's ownership of the capital stock, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in the Company’s Business. Notwithstanding the foregoing, #common use, so long as the Executive shalldoes not be precluded from purchasingcontrol, acquire a controlling interest in or owning, directlybecome a member of a group which exercises direct or beneficially, as a passive investment, twoindirect control or, more than three percent (2%) or less of any class of publicly traded securities if Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect tocapital stock of such entity, and # if the Board terminates the Executive’s employment following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this [subparagraph 7(b)(i)], the “Non-Competition Period” shall be the 3-month period following such termination of the Executive’s employment.corporation;

TheNoncompetition. By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive agreesagrees, unless the Executive requests in writing to the Board, and is thereafter authorized in writing to do so by the Board, that # during his employment under this Agreement, and (b)(i) for the term of Executive’s employment with the Company and, # during the 12-monthone year period following the termination of Executive’s employment prior to a Change in Control or # the two year period following the termination of employment following a Change in Control, the Executive shall not directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed or otherwise connected in any manner with, including without limitation as a consultant, any business which at any relevant time during said period directly or indirectly competes with the Company foror any reason (the “Non-Competition Period”) withinof its affiliates in any country in which the Restricted Territory,Company does business. Notwithstanding the foregoing, the Executive shall not be prohibited during the non-competition period described above from being a passive investor where he owns not more than five percent of the issued and outstanding capital stock of any publicly-held company. The Executive further agrees that during said period, the Executive shall not, directly or indirectly, engagesolicit or participate in, prepareinduce, or set up, assistattempt to solicit or haveinduce, any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Company’s Business. Notwithstanding the foregoing, # the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and # if the Board terminates the Executive’s employment following the endemployee of the Employment Period (forCompany to terminate employment with the Company or hire any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this [subparagraph 7(b)(i)], the “Non-Competition Period” shall be the 3-month period following such terminationemployee of the Executive’s employment.Company.

TheIn consideration for the consideration set forth in the Employment Agreement and the payment of severance benefits set forth in Section 7 of the Employment Agreement, Executive further covenants and agrees that # during the termTerm of Executive’s employment with the Company and, #Employment and during the 12-monthone (1) year period immediately following the termination of Executive’s employment with the Company for any reasonTermination Date (the “Non-Competition Period”"Non-Competitive Period") within the Restricted Territory, the, Executive shall not, directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage in, become financially interested in, be employed by, render any consultation or participate in, prepare or set up, assistbusiness advice with respect to, accept any competitive business on behalf of, or have any interestconnection with any business which is competitive with products or services of the Company or any subsidiaries and affiliates, in any person, partnership, corporation, firm, associationgeographic area in which the Executive provided services or other business organization, entityhad a material presence or enterprise,influence on behalf of the Company, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Company’United States, Canada, Europe or elsewhere during the two years prior to Executive’s Business. Notwithstandingseparation from the foregoing, # theCompany; provided, however, that Executive shallmay own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not be precluded from purchasing or owning, directly or beneficially, as a passive investment, twoto exceed at any one time one percent (2%(1%) or less of any class of publicly tradedstock or securities ifof such corporation. In addition, Executive does not actively participate in or control,shall not, during the Non-Competitive Period, directly or indirectly,indirectly: # request or cause any investmentsuppliers or other decisionscustomers with respectwhom the Company or any of its subsidiaries or affiliates has a business relationship to cancel or terminate any such entity, andbusiness relationship with the Company or any of its subsidiaries or affiliates or otherwise compromise the Company’s good will; or # ifsolicit, hire, interfere with or entice from the Board terminates the Executive’s employment following the endCompany or any of its subsidiaries or affiliates any employee (or former employee who has been separated from service for less than 12 months) of the Employment Period (forCompany or any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this [subparagraph 7(b)(i)], the “Non-Competition Period” shall be the 3-month period following such termination of the Executive’s employment.its subsidiaries or affiliates.

The Executive agrees that # during3.1During the termperiod of the Executive’s employment with the Company and, # during the 12-monthand 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 Executive’s employmentthe parties in a new agreement with the Company for any reason (the “Non-Competition Period”) within the Restricted Territory,respect to such period), the Executive shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Company’s Business. Notwithstanding the foregoing, # the Executive shall notown, manage, control, operate, be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if Executive does not activelyemployed by, participate in or control, directlybe connected with the ownership, management, operation or indirectly,control of any investmentbusiness which competes with the Company or other decisions with respect to such entity, and #any of its affiliated companies (each, a “Competitor”) in the Restricted Area, if the Board terminatesExecutive 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 followingemployment. 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 end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solelyCompany. Further, for purposes of this [subparagraph 7(b)(i)][Section 3.1], “Restricted Area” shall mean the “Non-Competition Period”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 be the 3-month period following such terminationnot 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 employment.execution of this Agreement.

The Executive agrees that # during the term of Executive’During Executive's employment with the Company and, # during the 12-monthand for a period of 2 years following the termination of Executive’s employment with the Company for any reason or the Severance Period (the “Non-"Non-Competition Period”Period") within the Restricted Territory, the, Executive shall not,not either directly or indirectly, on Executive's own or another's behalf, engage in or participate in, prepare or set up, assist or have any interestothers in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Company’s Business. Notwithstanding the foregoing, # the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and # if the Board terminates the Executive’s employment following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such terminationfollowing activities (except on behalf of employment occurred during the Employment Period), then solely for purposes of this [subparagraph 7(b)(i)], the “Non-Competition Period” shall be the 3-month period following such termination of the Executive’s employment.Company):

Non-competition with the Company. The Executive agreesparties acknowledge: # that # during the term of Executive’s employmentservices under this Agreement require special expertise and talent in the provision of Competitive Services and that Executive will have substantial contacts with customers, suppliers, advertisers and vendors of the Company; # that pursuant to this Agreement, Executive will be placed in a position of trust and responsibility and he will have access to a substantial amount of Confidential Information and Trade Secrets and that the Company is placing him in such position and giving him access to such information in reliance upon his agreement not to compete with the Company and, # during the 12-month period followingRestricted Period; # that due to his management duties, Executive will be the terminationrepository of a substantial portion of the goodwill of the Company and would have an unfair advantage in competing with the Company; # that due to Executive’s special experience and talent, the loss of Executive’s employmentservices to the Company under this Agreement cannot reasonably or adequately be compensated solely by damages in an action at law; # that Executive is capable of competing with the Company; and # that Executive is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement. In consideration of the compensation and benefits being paid and to be paid by the Company for any reason (the “Non-Competition Period”) withinto Executive hereunder, Executive hereby agrees that, during the Restricted Territory,Period, Executive will not, without prior written consent of the Executive shall not,Company, directly or indirectly, engageindirectly seek or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engagesobtain a Competitive Position in the Company’s Business. Notwithstanding the foregoing,Restricted Territory; provided, however, that # the Executiveprovisions of this Agreement shall not be precluded from purchasingdeemed to prohibit the ownership by Executive of any securities of the Company or owning, directlyits affiliated entities or beneficially, as a passive investment, twonot more than five percent (2%(5%) or less of any class of publicly traded securities of any corporation having a class of securities registered pursuant to the Exchange Act; # for purposes of this § 13(c)(iv) only, the Restricted Period shall be reduced to eighteen (18) months if Executive’s employment is terminated by Company or Executive does not actively participatepursuant to § 8(a) (Prior to a Change in Control: Resignation by Executive for Good Reason; Termination by the Company Other Than for Cause, Death or control, directly or indirectly, any investment or other decisions with respect to such entity,Disability); and # if the Board terminates the Executive’s employment followingthis § 13(c)(iv) shall lapse and terminate at the end of the Employment Period (for any reason other than a reasonif the Company gives notice to Executive pursuant to § 3 that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this [subparagraph 7(b)(i)], the “Non-Competition Period” shallAgreement will not be the 3-month period following such termination of the Executive’s employment.extended.

The Executive agrees that # duringNoncompetition. Except as may be prohibited by applicable law, for a period of twelve (12) months after the term of Executive’s employment with the Company and, # during the 12-month period following the termination of Executive’s employment with the Company for any reason (the “Non-Competition Period”) within the Restricted Territory, theTermination Date, Executive shall not,not # directly or indirectly,indirectly act alone or in concert or conspire with any person in order to engage in or participate in, prepare to engage in or set up, assistto have a financial or have anyother interest in any person, partnership, corporation, firm, associationbusiness or any activity which Executive knows (or reasonably should have known) to be directly competitive with the business of the Company or its subsidiaries as then being carried on; or # serve as an employee, agent, partner, shareholder, director or consultant for, or in any other capacity participate, engage, or have a financial or other interest in any business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages inany activity which Executive knows (or reasonably should have known) to be directly competitive with the Company’s Business. Notwithstanding the foregoing, # the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and # if the Board terminates the Executive’s employment following the endbusiness of the Employment Period (for any reason other than a reasonCompany or its subsidiaries as then being carried on (provided, however, that would have constituted a Termination For Cause had such termination of employment occurred duringnotwithstanding anything to the Employment Period), then solely for purposes ofcontrary contained in this [subparagraph 7(b)(i)], the “Non-Competition Period” shall be the 3-month period following such terminationAgreement, Executive may own up to five percent (5%) of the Executive’s employment.outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934).