Exhibit 10.22**RENT-WAY, INC.****AMENDED AND RESTATED EMPLOYMENT AGREEMENT**     THIS AGREEMENT is made effective as of October 1, 2005, between Rent-Way, Inc., a Pennsylvaniacorporation with its principal offices at One RentWay Place, Erie, Pennsylvania 16505 (the“Employer” or “Corporation”), and William Short, an individual residing at 5022 Robinhood Lane,Erie, Pennsylvania 16509 (the “Employee”).     WHEREAS, the Employee is currently employed by the Corporation pursuant to an employmentagreement dated July 1, 2002 (the “Existing Employment Agreement”);     WHEREAS, the Corporation and the Employee desire to continue such employment with the Employeeserving as the Corporation’s President, and otherwise subject to the terms and conditions containedin this Agreement;     NOW, THEREFORE, in consideration of the promises and of the covenants contained in thisAgreement, the Corporation and the Employee agree that the Existing Employment Agreement is amendedand restated in its entirety as follows:     1. **Definitions**. The following definitions apply for purposes of this Agreement:          a) “Board of Directors” or “Board” means the Board of Directors of the Corporation.          b) “Cause” means (i) a material breach of his obligations under this Agreement (any breach ofSections 11, 12 or 13 hereof being an example of such a material breach), (ii) gross negligence orwillful misconduct in the performance of his duties to the Corporation, (iii) dishonesty to theCorporation, (iv) conviction of any crime which could have the effect of causing the termination orsuspension of any license or permit which the Corporation holds, (v) conviction of any felony, (vi)conviction of a misdemeanor which substantially impairs the Employee’s ability to perform hisduties to the Corporation, or (vii) excessive absenteeism not related to disability. The Employeewill not be deemed to have been terminated for Cause under subsection (i) or (ii) of thisdefinition unless and until he is provided written notice of the alleged grounds for suchtermination and such grounds are not substantially cured within 15 days following the Employee’sreceipt of such notice.          c) “Change in Control” means and will be deemed to have occurred if: (i) any “person” as suchterm is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the“Exchange Act”) (other than the Corporation, any trustee or other fiduciary holding securitiesunder any employee benefit plan of the Corporation, or any entity owned, directly or indirectly, bythe shareholders of the Corporation in substantially the same proportions as their ownership of thevoting securities of the Corporation), is or becomes the “beneficial owner” (as defined in Rule13d-3 under the Exchange Act, or any successor rule or regulation thereto as in effect from time totime), directly or indirectly, of securities representing 25% or more of the combined voting powerof the Corporation’s then outstanding securities; (ii)
 

 
during any period of two consecutive years (not including any period prior to the date of thisAgreement), individuals who at the beginning of such period constitute the Board of Directors, andany new director (other than a director designated by a person who has entered into an agreementwith the Corporation to effect a transaction described in clause (i), (iii), or (iv) of thisparagraph) whose election by the Board of Directors or nomination for election by the Corporation’sshareholders was approved by a vote of at least two-thirds of the directors then still in officewho either were directors at the beginning of the two-year period or whose election or nominationfor election was previously approved, cease for any reason to constitute at least a majority of theBoard of Directors; (iii) the Corporation’s shareholders approve a merger or consolidation of theCorporation with any other corporation, other than a merger or consolidation that would result inthe voting securities of the Corporation outstanding immediately prior thereto continuing torepresent (either by remaining outstanding or by being converted into voting securities of thesurviving entity) more than 50% of the combined voting power of voting securities of theCorporation or such surviving entity outstanding immediately after such merger or consolidation;provided, however, that a merger or consolidation effected to implement a recapitalization of theCorporation (or similar transaction) in which no person acquires more than 25% of the combinedvoting power of the Corporation’s then outstanding securities will not constitute a Change inControl; or (iv) the Corporation’s shareholders approve a plan of complete liquidation of theCorporation or an agreement for the sale or disposition by the Corporation of all or substantiallyall of the Corporation’s assets. If any of the events enumerated in clause (i) through (iv) occur,the Corporation’s Board of Directors will determine in good faith the effective date of the Changein Control resulting therefrom for purposes of this Agreement.          d) “Code” means the Internal Revenue Code of 1986, as amended.          e) “Corporation” means Rent-Way, Inc.          f) “Disability” means a disability that has existed for a period of 6 consecutive months andbecause of which the Employee is physically or mentally unable to substantially perform his regularduties as required under this Agreement.          g) “Good Reason” means any of the following to which the Employee will not consent in writing:               (i) Other than a determination by the Board of Directors that the Employee will not have theduties and responsibilities of the Chief Executive Officer of the Corporation, a materialdiminution in the Employee’s responsibilities, duties, titles, reporting responsibilities withinthe business organization, status, role or authority which is not substantially cured within 15days after written notice of such diminution is provided to the Corporation;               (ii) A relocation of the Corporation’s executive offices to a location more than 50 miles fromErie, Pennsylvania; or               (iii) A breach by the Corporation of any of the material terms of this Agreement if suchbreach is not substantially cured within 15 days after written notice of such breach is provided tothe Corporation.
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          h) “Termination In Connection With A Change In Control” means any of the following eventsoccurring within 24 months following, or, directly or indirectly, in connection with, or inanticipation of a Change in Control:               (i) A termination of Employee’s employment by the Corporation for any reason other than Causeor by the Employee for Good Reason.               (ii) A termination of Employee’s employment by Employee because any successor to theCorporation’s operations or assets (whether acquired by merger, sale, consolidation or otherwise)(“Successor”) fails to:                    (A) acknowledge and assume, in writing, this Agreement at the time of the Change in Control;or                    (B) acknowledge and assume, in writing, any indemnification agreement with the Employee orby-law provisions regarding indemnification which are in effect at the time of the Change inControl.     2. **Employment; Duties**.          (a) Duties. Subject to the terms and conditions set forth in this Agreement, theCorporation hereby agrees to employ the Employee and the Employee hereby accepts employment asPresident of the Corporation having such duties as are set forth in the by-laws of the Corporationor as are assigned from time to time by the Board of Directors. The Employee will report to theBoard of Directors and will perform those duties and discharge those responsibilities as arecommensurate with his position, and as the Board of Directors from time to time may reasonablydirect, provided that such duties and responsibilities are commensurate with his position. TheEmployee acknowledges and agrees that any determination by the Board of Directors during the termof the Employee’s employment under this Agreement that the Employee will not have the duties andresponsibilities of the Chief Executive Officer of the Corporation will not constitute a breach ofthis Agreement. The Employee agrees to perform his duties and discharge his responsibilities in afaithful manner and to the best of his ability and to use all reasonable efforts to promote theinterests of the Corporation. The Employee may not accept other gainful employment except with theprior consent of the Board of Directors. The Employee may be involved in charitable, civic andreligious organizations so long as they do not materially interfere with the performance of theEmployee’s duties hereunder. The Employee will be entitled to make and manage personalinvestments, provided such investments and any activities undertaken in connection therewith do notviolate any restrictive covenants in Sections 10 or 11 of this Agreement.          (b) Resignation. If the Employee’s employment with the Corporation terminates for anyreason, if the Employee ceases for any reason to serve as President of the Corporation, or if asPresident the Employee ceases for any reason to have the duties and responsibilities of the ChiefExecutive Officer of the Corporation, then the Employee will, if requested by the Board ofDirectors, immediately resign as a director of the Corporation. If the
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Employee fails to resign immediately upon such request, the Employee shall be deemed to haveresigned as of the date of such request.     3. **Compensation.**          (a) Base Salary. During the first year of the term of the Employee’s employment underthis Agreement, the Employee will receive a base salary of Three Hundred Twenty-Five ThousandDollars ($325,000) per year, and thereafter during the term of the Employee’s employment hereunder,the Employee will receive a base salary of Three Hundred Fifty Thousand Dollars ($350,000), payablein accordance with the Corporation’s normal payroll practices. On an annual basis, the Board ofDirectors will, in good faith, review the base salary of the Employee to consider appropriateincreases (but not decreases) therein. If the Employee dies during the period of his employmentunder this Agreement, employment for any part of the month of his death will be consideredemployment for the entire month.          (b) Annual Cash Bonuses. During the term of the Employee’s employment under thisAgreement, the Employee will be entitled to receive an annual cash bonus calculated pursuant toperformance standards developed by the Corporation’s compensation committee, as such standards arein effect from time to time. The target amount of the bonus will be 100% of the Employee’s basesalary as of the end of the fiscal period of the Corporation for which the bonus is calculated.          (c) Equity Compensation. The Employee acknowledges that on September 30, 2005, theCorporation awarded the Employee a grant of 75,000 options to acquire shares of the Corporation’scommon stock under the Corporation’s stock option plans at an exercise price equal to the closingprice of the Corporation’s common stock as reported by the New York Stock Exchange on the day priorto the date of grant. The agreement evidencing these options will provide for the vesting of theoptions immediately on grant, subject to certain restrictions on transfer described in suchagreement. In addition to this award and any other equity awards outstanding as of the date ofthis Agreement, the Employee will be eligible to receive awards of the Corporation’s stock or stockequivalents during the term of the Employee’s employment under this Agreement in accordance withthe terms of the Corporation’s equity incentive plans and subject to the approval of theCorporation’s Board of Directors.          (d) Withholding. The Corporation will deduct or withhold from all salary and bonuspayments, and from all other payments made to the Employee pursuant to this Agreement, all amountsthat are legally required to be deducted or withheld.     4. **Other Benefits And Terms**. During the term of the Employee’s employment under thisAgreement, the Employee will be entitled to the following other benefits and terms:          (a) The Employee will be entitled to participate in the Corporation’s health and medicalbenefit plans; any pension, profit sharing and retirement plans; and any insurance policies orprograms from time to time generally offered to all or substantially all executive officers who areemployed by the Corporation. These plans, policies and programs are subject to change at the solediscretion of the Corporation.
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          (b) The Employee will be entitled to any other fringe benefit from time to time generallyoffered to all or substantially all senior executives employed by the Corporation.     5. **Vacations**. The Employee will be entitled to four weeks of paid vacation eachcalendar year. Unused vacation in any year may not be carried over to subsequent years.     6. **Reimbursement For Expenses**. The Corporation will reimburse the Employee forexpenses, which the Employee may from time to time reasonably incur on behalf of the Corporation inthe performance of his responsibilities and duties including, but not limited to, membership duesin trade and business organizations and attendance at trade and business conferences.     7. **Period of Employment**. Subject to the provisions of this Section, the period ofemployment of the Employee under this agreement will be deemed to begin on October 1, 2005 andcontinue until September 30, 2007 (the “Initial Term”). Upon the expiration of the Initial Term,the period of employment will be automatically extended for additional one year periods thereafter,unless either party provides written notice to the other at least 120 days prior to the date theperiod of employment would otherwise automatically extend that it does not wish to extend theEmployee’s employment beyond its then present term.     Notwithstanding the foregoing:          (a) The Employee’s employment will automatically terminate upon the death or Disability of theEmployee. The foregoing is subject to the duty of the Corporation to provide reasonableaccommodation under the Americans with Disabilities Act.          (b) The Corporation may, at its sole option, terminate the Employee’s employment at any timeand for any reason by delivering written notice to the Employee.          (c) The Employee, at his sole option, may terminate his employment by providing written noticeto the Corporation at least 30 days prior to the effective date of the termination of employmentspecified in the notice.          (d) The Employee, at his sole option, may terminate his employment absent Good Reason byproviding written notice to the Corporation at least 90 days prior to the effective date of thetermination of employment specified in the notice. If the Employee terminates his employment underthis Section 7(d), he will only be entitled to receive the compensation and other benefits providedunder this Agreement through the effective date of such termination.Any notice of termination of employment given by a party must specify the particular terminationprovision of this Agreement relied upon by the party and must set forth in reasonable detail thefacts and circumstances that provide a basis for the termination.     8. **Benefits Upon Termination**. The Corporation will provide the following benefitsupon the termination of the Employee’s employment with the Corporation. Unless otherwisespecifically set forth in this Section 8 or elsewhere in this Agreement, all payments to theEmployee provided for in this Section 8 shall be paid by the Corporation within 30 days followingthe date of termination of the Employee’s employment with the Corporation.
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          (a) Upon Termination By The Corporation Other Than For Cause, By The Employee With GoodReason or Termination In Connection With A Change In Control. Upon the Corporation’stermination of the Employee’s employment for other than Cause, the Employee’s termination of hisemployment for Good Reason or a Termination In Connection With A Change In Control, the Corporationwill provide the following:               (i) Salary And Fringe Benefits. The Employee will receive his salary and FringeBenefits (as defined below) through the effective date of termination of employment. The Employeewill also receive (A) his annual base salary and (B) his full fringe benefits, including medicaland health insurance (“Fringe Benefits”), in effect on the date of notice of termination for aperiod of 24 months beginning with the month next following the month during which his employmentterminates or the balance of the Initial Term, whichever is the longer period. If the Employeedies during this period, dependent health or medical Fringe Benefits will be provided for thebalance of the period.               (ii) Bonus. The Employee will receive a bonus payment equal to the sum of (A) (1) inthe event of a Termination by the Corporation other than for Cause or Termination by the Employeefor Good Reason, an amount equal to the bonus earned by the Employee for the fiscal year prior tothe year in which his employment terminates (but in no event in an amount less than one-half of theEmployee’s target bonus for the fiscal year in which his employment terminates), or (2) in theevent of a Termination in Connection With a Change in Control, an amount equal to 200% of theEmployee’s target bonus for the fiscal year in which his employment terminates and (B) an amountequal to the unpaid portion of any bonus earned for any fiscal year prior to the year in which hisemployment terminates.               (iii) Accrued Vacation. The Employee will receive payment for accrued but unusedvacation, which payment will be equitably prorated based on the period of active employment forthat portion of the calendar year in which the Employee’s termination of employment becomeseffective.               (iv) Stock Options. Notwithstanding any contrary provisions contained in any stockoption agreement evidencing stock options granted to the Employee, as of the effective date of theEmployee’s termination of employment, (x) the Corporation will vest the Employee in any outstandingunvested stock options of the Corporation granted the Employee prior to his termination ofemployment, (y) the period during which the Employee shall have the right to exercise alloutstanding vested options will be extended by the Corporation to the one year anniversary of theeffective date of the Employee’s termination of employment, and (z) subject to applicablesecurities laws, the Corporation will release any contractual restrictions on transfer applying toshares of common stock acquired or to be acquired by the Employee pursuant to the exercise of stockoptions of the Corporation.At the Corporation’s discretion, the cash payments provided for in this subsection (a) may be madein one lump sum within 30 business days following the effective date of the Employee’s terminationof employment; provided, however, that in the case of a Termination in Connection With a Change inControl, the cash payments provided for in this subsection (a) will be made in one lump sum withinsuch 30 business day period.
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          (b) Termination of Employment for Cause. The Corporation will have the right toterminate the Employee’s employment immediately in the event the Employee will do or cause to bedone any act, which constitutes “cause” (as defined in Section 1.b. of this Agreement) fortermination. Should the Employee’s employment be terminated by the Corporation for cause, theCorporation’s only obligation will be to pay the Employee his base salary through the date oftermination. Nothing contained in this Article 8 will in any way waive, restrict or prejudice theCorporation’s rights against the Employee with respect to the matter for which the Employee’semployment under this Agreement is terminated for cause.          (c) Upon Termination For Disability. Upon termination of the Employee’s employmentbecause of Disability, the Corporation will provide the following:               (i) Salary And Fringe Benefits. The Employee will receive his salary and FringeBenefits through the effective date of termination of employment. The Employee will also receivehis annual base salary and Fringe Benefits, as in effect on the date immediately before theDisability, for a period of 18 months commencing with the month following the month during whichhis employment terminates. If the Employee dies during the 18-month period, his salary paymentsunder this subsection will continue to be paid to his estate for the balance of the 18-month periodand any dependent health or medical Fringe Benefits will be provided in each case for the balanceof the 18-month period.               (ii) Bonus. The Employee will receive a bonus payment equal to an amount determinedby multiplying 100% of his base salary in effect in the year of termination by a fraction thenumerator of which is the number of full and partial calendar months in the calendar year thatprecede the date of termination of his employment and the denominator of which is 12, plus anamount equal to the unpaid portion of any bonus earned for any fiscal year prior to the year inwhich his employment terminates.               (iii) Accrued Vacation. The Employee will receive payment for accrued but unusedvacation, which payment will be equitably prorated based on the period of active employment forthat portion of the calendar year in which the Employee’s termination becomes effective.               (iv) Stock Options. Notwithstanding any contrary provisions contained in any stockoption agreement evidencing stock options granted to the Employee, as of the effective date of theEmployee’s termination of employment because of Disability the Corporation will (x) allow theEmployee 12 months from the date of termination to exercise any stock option vested in the Employeeat the date of termination and (y) subject to applicable securities laws, release any contractualrestrictions on transfer applying to shares of common stock acquired or to be acquired by theEmployee pursuant to the exercise of stock options of the Corporation.At the Corporation’s discretion, the bonus and vacation payments provided for in this subsection(c) may be made in one lump sum within 30 business days following the effective date of theEmployee’s termination of employment because of Disability.
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          (d) Upon Termination For Death. Upon termination of the Employee’s employment becauseof his death, the Corporation will provide the following:               (i) Salary And Fringe Benefits. The Employee’s salary and Fringe Benefits through theeffective date of termination of employment. The Employee’s estate will also receive his annualbase salary as in effect on the date immediately prior to his date of death, for a period of 18months. Any dependent health or medical Fringe Benefits will be provided for the 18-month periodfollowing the month in which the Employee dies.               (ii) Bonus. The Employee’s successor as provided in Section 13 will receive a bonuspayment equal to an amount determined by multiplying 100% of his base salary in effect in the yearof termination by a fraction the numerator of which is the number of full and partial calendarmonths in the calendar year that precede the date of termination of his employment and thedenominator of which is 12, plus an amount equal to the unpaid portion of any bonus earned for anyfiscal year prior to the year in which his employment terminates               (iii) Accrued Vacation. The Employee’s successor as provided in Section 13 willreceive payment for accrued but unused vacation, which payment will be equitably prorated based onthe period of active employment for that portion of the calendar year in which the Employee died.               (iv) Stock Options. Notwithstanding any contrary provisions contained in any stockoption agreement evidencing stock options granted to the Employee, as of the effective date of theEmployee’s termination of employment because of Death, the Corporation will (x) will allow thesuccessor 12 months from the date of death to exercise any stock option vested in the Employee atthe time of death and (y) subject to applicable securities laws, release any contractualrestrictions on transfer applying to shares of common stock acquired or to be acquired by theEmployee pursuant to the exercise of stock options of the Corporation.At the Corporation’s discretion, the bonus and vacation payments provided for in this subsection(d) may be made in one lump sum within 30 business days following the effective date of theEmployee’s termination of employment because of death.          (e) Reduction In Fringe Benefits. Medical and health Fringe Benefits under thisSection will be reduced to the extent of any medical and health fringe benefits provided by andavailable to the Employee from any subsequent employer.          (f) Determination of Disability. Any questions as to the existence of a physical ormental condition which would give rise to the Disability of the Employee upon which the Employeeand the Corporation cannot agree will be determined by a qualified independent physician selectedby the Corporation and reasonably acceptable to the Employee (or, if the Employee is incapacitatedand unable to make a selection, the determination of acceptability of the physician will be made byany adult member of his immediate family). The physician’s written determination to theCorporation and to the Employee will be final and conclusive for all purposes of this Agreement.
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          (g) Continuation of Healthcare Coverage. For purposes of COBRA continuationhealthcare coverage, the “qualifying event” will be deemed to have occurred at the end of theperiod during which health and medical benefits are provided under this Section 8.          (h) Indemnity. During the term of the Employee’s employment under this Agreement andthereafter, the Employer shall indemnify the Employee to the full extent permitted under itsarticles of incorporation and bylaws and pursuant to any other agreements or policies in effectfrom time to time in connection with any claim or proceeding arising out of his employment by theEmployer. For a 60-month period following the date of the Employee’s termination of employmentregardless of reason, in the event the Corporation is unable or unwilling to continue anydirectors’ and officers’ liability insurance insuring the Employee at the date of such termination,the Employer will provide the Employee with written notice of such determination at least 60 daysin advance of the date such insurance coverage will expire.     9. **Additional Payments**. Notwithstanding anything in this Agreement or any otheragreement to the contrary, in the event it is determined that any payments or distributions(including, without limitation, the vesting of an option or other non-cash benefit or property orthe forgiveness of any indebtedness) by the Corporation or any affiliate (as defined under theSecurities Act of 1933, as amended, and the regulations thereunder) thereof or any other person toor for the benefit of the Employee, whether paid or payable pursuant to the terms of thisAgreement, or pursuant to any other agreement or arrangement with the Corporation or any suchaffiliate (“Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, orany successor provision, or any interest or penalties with respect to the excise tax (the excisetax, together with any interest and penalties, are hereinafter collectively referred to as the“Excise Tax”), then the Employee will be entitled to receive an additional payment from theCorporation (a “Gross-Up Payment”) in an amount that after payment by the Employee of all taxes(including, without limitation, any interest or penalties imposed with respect to such taxes andany Excise Tax) imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-UpPayment equal to the Excise Tax imposed upon the Payments. The amount of the Gross-Up Payment willbe calculated by the Corporation’s independent accounting firm, engaged immediately prior to theevent that triggered the payment, in consultation with the Corporation’s outside legal counsel.For purposes of making the calculations required by this Section, the accounting firm may makereasonable assumptions and approximations concerning applicable taxes and may rely on reasonable,good faith interpretations concerning the application of Sections 280G and 4999 of the Code,provided that the accounting firm’s determinations must be made with substantial authority (withinthe meaning of Section 6662 of the Code). The Gross-Up Payment will be paid on the Employee’s lastday of employment or on the occurrence of the event that results in the imposition of the ExciseTax, if later. If the precise amount of the Gross-Up Payment cannot be determined on the date itis to be paid, an amount equal to the best estimate of the Gross-Up Payment will be made on thatdate and, within 10 days after the precise calculation is obtained, either the Corporation will payany additional amount to the Employee or the Employee will pay any excess amount to theCorporation, as the case may be. If subsequently the Internal Revenue Service (the “IRS”) claimsthat any additional Excise Tax is owing, an additional Gross-Up Payment will be paid to theEmployee within 30 days of the Employee providing substantiation of the claim made by the IRS.After payment to the Employee of the Gross-Up Payment, the Employee will provide to the Corporationany information reasonably requested by the Corporation relating to the Excise Tax, the Employee
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will take those actions as the Corporation reasonably requests to contest the Excise Tax, cooperatein good faith with the Corporation to effectively contest the Excise Tax and permit the Corporationto participate in any proceedings contesting the Excise Tax. The Corporation will bear and paydirectly all costs and expenses (including any interest or penalties on the Excise Tax), andindemnify and hold the Employee harmless, on an after-tax basis, from all such costs and expensesrelated to such contest. Should it ultimately be determined that any amount of an Excise Tax isnot properly owed, the Employee will refund to the Corporation the related amount of the Gross-UpPayment.     10. **Non-exclusivity of Rights**. Except as otherwise specifically provided, nothing inthis Agreement will prevent or limit the Employee’s continued or future participation in anybenefit, incentive, or other plan, practice, or program provided by the Corporation and for whichthe Employee may qualify. Any amount of vested benefit or any amount to which the Employee isotherwise entitled under any plan, practice, or program of the Corporation will be payable inaccordance with the plan, practice, or program, except as specifically modified by this Agreement.     11. **Confidentiality**. During the course of his employment, the Employee will haveaccess to confidential information relating to the lines of business of the Corporation, its tradesecrets, marketing techniques, technical and cost data, information concerning customers andsuppliers, information relating to product lines, and other valuable and confidential informationrelating to the business operations of the Corporation not generally available to the public (the“Confidential Information”). The parties hereby acknowledge that any unauthorized disclosure ormisuse of the Confidential Information could cause irreparable damage to the Corporation. Theparties also agree that covenants by the Employee not to make unauthorized use or disclosures ofthe Confidential Information are essential to the growth and stability of the business of theCorporation. Accordingly, the Employee agrees to the confidentiality covenants set forth in thisSection.          The Employee agrees that, except as required by his duties with the Corporation as hereasonably determines or as authorized by the Corporation in writing, he will not use or discloseto anyone at any time, regardless of whether before or after the Employee ceases to be employed bythe Corporation, any of the Confidential Information obtained by him in the course of hisemployment with the Corporation. The Employee will not be deemed to have violated this Section 10by disclosure of Confidential Information that at the time of disclosure (a) is publicly availableor becomes publicly available through no act or omission of the Employee, or (b) is disclosed asrequired by court order or as otherwise required by law, on the condition that notice of therequirement for such disclosure is given to the Corporation prior to making any disclosure.          The Employee agrees that since irreparable damage could result from his breach of thecovenants in this Section, in addition to any and all other remedies available to the Corporation,the Corporation will have the remedies of a restraining order, injunction or other equitable reliefto enforce the provisions thereof. The Employee consents to jurisdiction in Erie County,Pennsylvania, on the date of the commencement of any action for purposes of any claims under thisSection. In addition, the Employee agrees that the issues in any action brought under this Sectionwill be limited to claims under this Section, and all other claims or counterclaims under otherprovisions of this Agreement will be excluded.
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     12. **Non-competition**. In consideration of the compensation and other benefits to bepaid to the Employee under and in connection with this Agreement, the Employee agrees that,beginning on the date of this Agreement and continuing until the Covenant Expiration Date (asdefined in subsection (b) below), he will not, directly or indirectly, for his own account or asagent, employee, officer, director, trustee, consultant, partner, stockholder or equity owner ofany corporation or any other entity (except that he may passively own securities constituting lessthan 1% of any class of securities of a public company), or member of any firm or otherwise, (i)engage or attempt to engage, in the Restricted Territory (as defined in subsection (d) below), inany business activity which is directly or indirectly competitive with the business conducted bythe Corporation or any Affiliate at the Reference Date (as defined in subsection (c) below), (ii)employ or solicit the employment of any person who is employed by the Corporation or any Affiliateat the Reference Date or at any time during the 12-month period preceding the Reference Date,except that the Employee will be free to employ or solicit the employment of any such person whoseemployment with the Corporation or any Affiliate has terminated for any reason (without anyinterference from the Employee) and who has not been employed by the Corporation or any Affiliatefor at least 12 months, (iii) canvass or solicit business in competition with any businessconducted by the Corporation or any Affiliate at the Reference Date from any person or entity whoduring the 12-month period preceding the Reference Date was a customer of the Corporation or anyAffiliate or from any person or entity which the Employee has reason to believe might in the futurebecome a customer of the Corporation or any Affiliate as a result of marketing efforts, contacts orother facts and circumstances of which the Employee is aware, (iv) willfully dissuade or discourageany person or entity from using, employing or conducting business with the Corporation or anyAffiliate or (v) intentionally disrupt or interfere with, or seek to disrupt or interfere with, thebusiness or contractual relationship between the Corporation or any Affiliate and any supplier whoduring the 12-month period preceding the Reference Date will have supplied products, materials orservices to the Corporation or any Affiliate.          Notwithstanding the foregoing, the restrictions imposed by this Section (i) will not in anymanner be construed to prohibit, directly or indirectly, the Employee from serving as an employeeor consultant of the Corporation or any Affiliate, and (ii) will not apply if the termination ofthe Employee’s employment was a Termination in Connection With A Change In Control or occurs byreason of expiration of the term of this Agreement (which term includes any extension periodpursuant to the operation of Section 7 hereof) or occurs after the expiration of the term of thisAgreement (which term includes any extension period pursuant to the operation of Section 7 hereof).          For purposes of this Agreement, the following terms have the meanings given to them below:          (a) “Affiliate” means any joint venture, partnership or subsidiary now or hereafterdirectly or indirectly owned or controlled by the Corporation. For purposes of clarification, anentity will not be deemed to be indirectly or directly owned or controlled by the Corporationsolely by reason of the ownership or control of such entity by shareholders of the Corporation.          (b) “Covenant Expiration Date” means the date, which is 730 days after the TerminationDate.
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          (c) “Reference Date” means (A) for purposes of applying the covenants set forth inthis Section at any time prior to the Termination Date, the then current date, or (B) for purposesof applying the covenants set forth in this Section at any time on or after the Termination Date,the Termination Date.          (d) “Restricted Territory” means the 50 states of the United States of America andwherever the Corporation has planned or is operating stores at the Termination Date.          (e) “Termination Date” means the date of termination of the Employee’s employment withthe Corporation; provided however that the Employee’s employment will not be deemed to haveterminated so long as the Employee continues to be employed or engaged as an employee or consultantof the Corporation or any Affiliate, even if such employment or engagement continues after theexpiration of the term of this Agreement.     13. **Successors**. This Agreement is personal to the Employee and may not be assigned bythe Employee other than by will or the laws of descent and distribution. This Agreement will inureto the benefit of and be enforceable by the Employee’s legal representatives or successors ininterest. Notwithstanding any other provision of this Agreement, the Employee may designate asuccessor or successors in interest to receive any amounts due under this Agreement after theEmployee’s death. If he has not designated a successor in interest, payment of benefits under thisAgreement will be made to his estate. A designation of a successor in interest must be made inwriting, signed by the Employee, and delivered to the Employer pursuant to Section 16. Except asotherwise provided in this Agreement, if the Employee has not designated a successor in interest,payment of benefits under this Agreement will be made to the Employee’s estate. This Section willnot supersede any designation of beneficiary or successor in interest made by the Employee orprovided for under any other plan, practice, or program of the Employer.          The Agreement will inure to the benefit of and be binding upon the Corporation and itssuccessors and assigns.          The Corporation will require any successor (whether direct or indirect by acquisition ofassets, merger, consolidation or otherwise) to all or substantially all of the operations or assetsof the Corporation or any successor and without regard to the form of transaction used to acquirethe operations or assets of the Corporation, to assume and agree to perform this Agreement in thesame manner and to the same extent that the Corporation would be required to perform it if nosuccession had taken place. As used in this Agreement, “Corporation” means the Corporation and anysuccessor to its operations or assets as set forth in this Section that is required by this clauseto assume and agree to perform this Agreement or that otherwise assumes and agrees to perform thisAgreement.     14. **Failure, Delay or Waiver**. No course of action or failure to act by theCorporation or the Employee will constitute a waiver by the party of any right or remedy under thisAgreement, and no waiver by either party of any right or remedy under this Agreement will beeffective unless made in writing.
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     15. **Severability**. Whenever possible, each provision of this Agreement will beinterpreted in such a manner as to be enforceable under applicable law. However, if any provisionof this Agreement is deemed unenforceable under applicable law by a court having jurisdiction, theprovision will be unenforceable only to the extent necessary to make it enforceable withoutinvalidating the remainder thereof or any of the remaining provisions of this Agreement.     16. **Notice**. All written communications to parties required hereunder must be inwriting and (a) delivered in person, (b) mailed by registered or certified mail, return receiptrequested, (such mailed notice to be effective 4 days after the date it is mailed) or (c) sent byfacsimile transmission, with confirmation sent by way of one of the above methods, to the party atthe address given below for the party (or to any other address as the party designates in a writingcomplying with this Section, delivered to the other party):If to the Corporation:Rent-Way, Inc.