I would second two thoughts that have been put forward. And I say this from having been in the executive suite, and also having been both the windshield and the bug.

The first offer in a RIF is nearly always the best.

It's highly unlikely that any non-compete agreement can keep you from earning a living. If you're exempt and later compete directly it might be a tough fight if they come after you, but you'd be likely to win. Don't use any proprietary information. Period.

I'm not a lawyer, but I did sleep at a Holiday Inn Express earlier this year.