Noncompetition. In order to prevent the improper use of Confidential Information, Company Intellectual Property and Trade Secrets and the resulting unfair competition and misappropriation of Goodwill and other proprietary interests, Employee agrees that while Employee is employed by Company and for a period of twelve (12) months following termination of Employee’s employment for any reason whatsoever, whether such termination is voluntary or involuntary, and regardless of Cause, Employee shall not, directly or indirectly, individually, with or through his spouse, within any national or international geographic market area which is/was serviced by Employee on behalf of Company during Employee’s employment with Company, be involved in any business activity that is directly or indirectly in competition with any business activity of Company or any product or service offered, sold or solicited by Company.

Noncompetition. While engaged by the Company as a Consultant and for a period of one (1) year thereafter, the Consultant shall not directly or indirectly conduct, engage in, have an interest in, or aid or assist any person or entity in conducting, engaging or having an interest in (whether as an owner, principal, lender, stockholder, partner, employer, employee, consultant, officer, director or otherwise) any business or enterprise which performs services, or develops or sells products, similar to or competitive with those provided by or on behalf of the Company, or which may be contrary to the welfare, interest or benefit of the business of the Company, anywhere within the State of Idaho, or in any market in which the Company does business.

Noncompetition. During Employment Period and for a two-year period following the termination of the Executive’s employment with the Company, the Executive agrees not to # compete or attempt to compete for, or act as a broker or otherwise participate in, any projects in which the Company has at any time done any work or undertaken any development efforts, or # directly or indirectly solicit any of the Company’s customers, vendors, contractors, agents, or any other parties with which the Company has an existing or prospective business relationship, for the benefit of the Executive or for the benefit of any third party, nor shall the Executive accept consideration or negotiate or enter into agreements with such parties for the benefit of the Executive or any third party.

Noncompetition. CEO recognizes and acknowledges that he has knowledge of USPB and its affiliates (including National Beef Packing Company, LLC and entities owned or controlled by National Beef Packing Company, LLC and its affiliates), their operations, strategies and plans (collectively the "Affiliates") which was acquired during his employment with USPB. During the Term and for a period of twelve (12) months after the termination of the CEO's employment with USPB, CEO shall not, without the written consent of USPB, within the United States of America, participate through management or control or consult or be employed by any business or enterprise, other than USPB and its Affiliates, which is engaged in the beef packing or processing industry that involves any business activity that competes with the business of USPB and its Affiliates.

Noncompetition. Executive hereby agrees that for the duration of Executive’s employment with ​ and for the duration of the Restrictive Period, Executive will not, either individually or by or through any agent, representative, entity, employee or otherwise, within the Restricted Territory:

Noncompetition. Except as may be prohibited by applicable law, for a period of twelve (12) months after the Termination Date, Executive shall not # directly or indirectly act alone or in concert or conspire with any person in order to engage in or prepare to engage in or to have a financial or other interest in any business 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 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 (provided, however, that notwithstanding anything to the contrary contained in this Agreement, Executive may own up to five percent (5%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934).

Noncompetition. 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 agrees, 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 one year period following the termination of 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 or any of its affiliates in any country in which the 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, solicit or induce, or attempt to solicit or induce, any employee of the Company to terminate employment with the Company or hire any employee of the Company.

Noncompetition. The parties agree that the Company's customer contacts and relations are established and maintained at great expense and by virtue of the Employee's employment with the Company, the Employee will have unique and extensive exposure to and personal contact with the Company's customers, and that Employee will be able to establish a unique relationship with those individuals and entities that will enable Employee, both during and after employment, to unfairly compete with the Company. Further, the parties agree that the terms and conditions of the following restrictive covenants are reasonable and necessary for the protection of the Company's business, trade secrets and confidential information and to prevent great damage or loss to the Company as a result of action taken by the Employee. The Employee acknowledges that the noncompete restrictions and nondisclosure of confidential information restrictions contained in this Agreement are reasonable and the consideration provided for herein is sufficient to fully and adequately compensate the Employee for agreeing to such restrictions. The Employee acknowledges that Employee could continue to actively pursue Employee's career and earn sufficient compensation in the same or similar business without breaching any of the restrictions contained in this Agreement. For purposes of this section 7, Company shall include any subsidiaries of the Company.

Noncompetition. During a period of one year following the date of termination of Executive’s employment with Employer occasioned by a failure to extend employment beyond the Expiration Date or termination by Employer for Cause pursuant to [Section 6(b)] hereof, or by Executive in the event that such termination is not for Good Reason, Executive will not directly or indirectly, whether as owner, partner, member, shareholder, officer, director, manager, consultant, agent, employee, co-venturer, or otherwise, or through any Person (as defined in [Section 10]), compete by serving another electric utility which is a member of the PJM Interconnection in the same or similar capacity as he serves Employer under this Agreement; nor will he attempt to hire any employee of Employer, assist in such hiring by any other Person, or solicit or encourage any customer of Employer to terminate its relationship with Employer or to conduct with any other Person any business or activity that such customer conducts with Employer.

Termination of Noncompetition Restrictions. If the Executive terminates his employment with NWL for a reason described in Section 3(a)(2) above during the first year following the Change in Control, or if NWL terminates the Executive’s employment other than for a reason described in Section 3(b) above during such first year, then, effective as of the termination date, the Executive shall cease to be subject to the terms of any noncompetition agreement with NWL previously entered into. If the event described above occurs during the second year following the Change in Control, then, effective as of the termination date, the Executive shall be subject to the terms of any noncompetition agreement with NWL previously entered into for one year thereafter. If the event described above occurs during the third year following the Change in Control, then, effective as of the termination date, the Executive shall be subject to the terms of any noncompetition agreement with NWL previously entered into for two years thereafter.