The non-compete clause, depending on how it's worded, could be the most potentially damaging from a practical standpoint. Especially today, when people move from job to job. Try to negotiate so it's taken out or limited so it's not a tremendous burden on you.
That's a real problem area for us lawyers, ... because depending on how important it is for a company to get rid of someone, they can go through a whole sham of pretending to restructure a company to justify a termination.