Dril Quip : Amendment to a previously filed 8-K

(iii) 'Governmental Authority' shall mean any governmental, quasi-governmental, state, county, city or other political subdivision of the United States or any other country, or any agency, court or instrumentality, foreign or domestic, or statutory or regulatory body thereof.

(iv) 'Legal Requirement' shall mean any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directional requirement (including, without limitation, any of the foregoing that relates to environmental standards or controls, energy regulations and occupational, safety and health standards or controls including those arising under environmental laws) of any Governmental Authority.

(v) 'Prohibited Period' shall mean the period during which the Executive is employed by the Company hereunder and a period of 12 months following the Executive's Termination Date.

(vi) 'Restricted Area' shall mean any country or subdivision thereof in which the Company or its Affiliates engages in the Business.

(b) Non-Competition;Non-Solicitation. The Executive and the Company agree to the non-competitionand non-solicitationprovisions of this Paragraph 10 (i) in consideration for the Confidential Information provided by the Company to the Executive pursuant to Paragraph 9; (ii) as part of the consideration for the compensation and benefits to be paid to the Executive hereunder; (iii) to protect the trade secrets and confidential information of the Company or its Affiliates disclosed or entrusted to the Executive by the Company or its Affiliates or created or developed by the Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of the Executive and/or the business opportunities disclosed or entrusted to the Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement.

(i) Subject to the exceptions set forth in Paragraph 10(b)(ii), the Executive covenants and agrees that during the Prohibited Period (a) the Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area and (b) the Executive will not, and the Executive will cause the Executive's affiliates not to, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or loan money to, sell or lease equipment to or sell or lease real property to any business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the Restricted Area.

(ii) Notwithstanding the restrictions contained in Paragraph 10(b)(i), the Executive or any of the Executive's affiliates may own an aggregate of not more than 1% of the outstanding voting securities of any class of an entity engaged in a Competing Business, if such securities are listed on a national securities exchange or regularly traded in the over-the-countermarket by a member of a national securities exchange, without violating the provisions of Paragraph 10(b), provided that neither the Executive nor any of the Executive's affiliates (A) has the power, directly or indirectly, to control or direct the management or affairs of such entity and (B) is involved in the management of such entity.

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