[Date]

2.             Noncompetition Obligation.  During the Noncompetition Period (as herein defined) you will not directly or indirectly compete with Lone Star and/or your Employer (whether as a shareholder, partner, officer, employee, consultant or otherwise) in any business in which Lone Star and/or your Employer was engaged during your employment by your Employer.  For purposes of this Agreement, the Noncompetition Period shall be (i) the term of your employment by Employer and (ii) if a Change-in-Control (as defined in the Policy) occurs with respect to your Employer and your employment is terminated without “Cause” or you resign for “Good Reason” (as such terms are defined in the Policy) contemporaneously with or within two years after such Change-in-Control, the additional six-month period following such termination of your employment.  The foregoing noncompetition obligation shall not prevent you from owning up to 1% of the outstanding securities of any publicly traded competing business.  You acknowledge that this noncompetition obligation is ancillary to an otherwise enforceable agreement and that the limitations as to time and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other business interests of Lone Star and your Employer.  If a court of competent jurisdiction should nevertheless find this noncompetition provision to be invalid or unenforceable as written but may be rendered valid

and enforceable by limitation thereof, such provision shall be automatically revised to be valid and enforceable to the maximum extent permitted by applicable law.

3.             Nonsolicitation Obligation.  During the Nonsolicitation Period (as herein defined), you agree not to directly or indirectly recruit, hire, solicit to hire or otherwise induce or encourage any employee of Lone Star or your Employer to cease working for Lone Star or your Employer or to commence working for you or any other business with whom you have a relationship (whether as a shareholder, partner, officer, employee, consultant or otherwise).  For purposes of this Agreement, the “Nonsolicitation Period” means (i) the term of your employment by Employer and (ii) if a Change-in-Control (as defined in the Policy) occurs with respect to your Employer and your employment is terminated without “Cause” or you resign for “Good Reason” (as such terms are defined in the Policy) contemporaneously with or within two years after such Change-in-Control, the additional six-month period following such termination of your employment.  The foregoing nonsolicitation obligation shall not be deemed violated by reason of your hiring an employee of Lone Star or your Employer responding to newspaper advertisements or other general solicitations for prospective employees.