However, the only Illinois case on this point cited to the Court holds that post-employment compensation for complying with a non-compete agreement does not make the restriction on competition more reasonable or enforceable. G W Electric Co. v. Joslyn Manufacturing and Supply Co., 127 Ill.App.3d 44, 47-48, 82 Ill.Dec. 187, 190, 468 N.E.2d 449, 452 (Ill.App.Ct. 1st Dist. 1984) (restriction on employment unenforceable despite provision that former employer would pay employee's full base salary for two years). Rather, enforceability is determined by how relevant and necessary the agreement is to the protection of a former employer's legitimate interests and, if the former employer does not have a legitimate protectable interest or the scope of the agreement is unreasonable, a compensation provision is irrelevant.

See R. Doc. No. 63. See id. at 1-3 (discussing Baxter Healthcare Corp. v. HQ Specialty Pharma. Corp., 157 F. Supp. 3d 407 (D.N.J. 2016), and G & W Elec. Co. v. Joslyn Manu. & Supply Co., 468 N.E.2d 449 (Ill. Ct. App. 1984)). See id. at 3.

However, courts have framed the waiver rule in terms of issues, arguments and theories. Baker v. Collins (1963), 29 Ill.2d 410, 415, 194 N.E.2d 353 (a claim that "was neither alleged in the complaint nor set up on their theory of the case" cannot be considered on appeal); Johnson v. Hilton Hotel Corp. (1989), 190 Ill. App.3d 197, 200, 546 N.E.2d 617 (in an attempt to hold a parent company liable for the actions of its subsidiary in a personal injury action, the plaintiff "waived any claim that [the parent company's] liability can be predicated upon the theory of piercing the corporate veil, as he failed to raise this theory below in any form") (emphasis added); Skokie Gold Standard Liquors, Inc. v. Joseph E. Seagram Sons, Inc. (1983), 116 Ill. App.3d 1043, 1052, 452 N.E.2d 804 ("[i]ssues and arguments which were not presented to or considered by the trial court cannot be raised for the first time on review"); G W Electric Co. v. Joslyn Manufacturing Supply Co. (1984), 127 Ill. App.3d 44, 47, 468 N.E.2d 449 ("[a] claim never alleged in the complaint nor set up in plaintiff's theory of the case at trial cannot be considered on appeal"). • 1 A review of the record establishes that plaintiffs repeatedly raised arguments based on the UCC, defendants responded to such arguments, and the trial court heard and considered such arguments.

In oral argument, counsel for all interested parties were asked whether the good-faith issue based upon that statute was ever raised in the circuit court by defendants-counterplaintiffs and were asked to supply record references demonstrating that fact. The written responses, and the record, reveal that no such argument was raised by ATC, Pinto, or Szetela as evidence of bad faith in reaching the settlement and, therefore, must be deemed waived on appeal. Cosentino v. Price (1985), 136 Ill. App.3d 490, 494-95, 483 N.E.2d 297, appeal denied (1986), 111 Ill.2d 566; Tomaso v. Plum Grove Bank (1985), 130 Ill. App.3d 18, 25-26, 473 N.E.2d 588; G W Electric Co. v. Joslyn Manufacturing Supply Co. (1984), 127 Ill. App.3d 44, 47, 468 N.E.2d 449. The preceding discussion, coupled with the fact that the settlement with plaintiff administrator also compromised the remaining second count claiming the right to recover on the theory of res ipsa loquitur, entirely separate and apart from the products liability count of the complaint, compels the conclusion that there is no basis upon which to disturb the circuit court's decision in this case.