Common use of Agreement Not to Solicit Clause in Contracts

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “Non-Solicitation Agreement”. (a) Executive agrees that, for a period of two (2) years following any termination of the Employment for cause, and for a period of one (1) year following any termination of the Employment for any reason other than cause (including expiration of the Term), Executive shall not directly or indirectly (whether as an officer, director, employee, partner, stockholder, creditor or agent, or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time during the original or any extended Term clients of BOK Financial or any of its affiliates for the purpose of providing banking, trust, investment, or other services provided by BOK Financial or any of its affiliates during the Term or contact or solicit employees of BOK Financial or any affiliates of BOK Financial to seek employment with any person or entity except BOK Financial and its affiliates. This Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking business of which Executive is not a director, officer, employee, agent or representative. (b) BOK Financial shall pay Executive, in addition to any other amounts which may be due Executive, during each year in which the Non-Solicitation Agreement is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i). (c) Executive agrees that the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that (i) any remedy at law for any breach of this Non- Agreement would be inadequate, (ii) in the event of any breach of this Non-Solicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK Financial, and (iii) BOK Financial shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude any such breach (in addition to any remedies of law to which BOK Financial may be entitled).

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “"Non-Solicitation Agreement”". (a) Executive agrees that, for a period of two (2) years following any termination of the Employment for cause, and for a period of one (1) year following any termination of the Employment for any reason other than cause (including expiration of the Term), Executive shall not directly or indirectly (whether as an officer, director, employee, partner, stockholder, creditor or agent, or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time anytime during the original or any extended Term clients of BOK Financial BOKF or any of its affiliates for the purpose of providing banking, trust, investment, or other services provided by BOK Financial BOKF or any of its affiliates during the Term or contact or solicit employees of BOK Financial BOKF or any affiliates of BOK Financial BOKF to seek employment with any person or entity except BOK Financial BOKF and its affiliates. This Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking business of which Executive is not a director, officer, employee, agent or representative. (b) BOK Financial BOKF shall pay Executive, in addition to any other amounts which may be due Executive, during each year in which the Non-Solicitation Agreement is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i)BOKF. (c) Executive agrees that the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that (i) any remedy at law for any breach of this Non- Agreement would be inadequate, (ii) in the event of any breach of this Non-Solicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK FinancialBOKF, and (iii) BOK Financial BOKF shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude any such breach (in addition to any remedies of law to which BOK Financial BOKF may be entitled).

Agreement Not to Solicit. The provisions Holder further agrees that during the Non-Solicitation Period (as defined below), Holder will not, as an employee, agent, consultant, advisor, independent contractor, general partner, officer, director, stockholder, investor, lender or guarantor of any corporation, partnership or other entity, or in any other capacity, directly or indirectly for himself or on behalf of any other Person (other than Acquirer or any of its Affiliates) without the prior written consent of Acquirer: (a) Encourage, induce, solicit or attempt to solicit any employee or consultant or contractor to terminate his employment or end his or its relationship with Acquirer; (b) solicit or attempt to solicit for employment on behalf of Holder or any other Person, any Person who is or was, within the twelve (12) month period prior to any of the activities described in subparagraphs (a), (b) or (c), an employee or consultant of Acquirer; or (c) induce or assist any other Person to engage in any of the activities described in subparagraphs (a) through (b). Notwithstanding the foregoing, for purposes of this paragraph Agreement, the placement of general advertisements that may be targeted to a particular geographic or technical area but that are hereafter called not specifically targeted toward employees of Acquirer or its successors or assigns, shall not be deemed to be a breach of this Section 2. For purposes of this Agreement, the “Non-Solicitation Agreement”. (a) Executive agrees that, for a period of two (2) years following any termination Period” shall commence on the Closing Date and end on the third anniversary of the Employment for cause, and for a period of one Closing Date (1) year following any termination of the Employment for any reason other than cause (including expiration of the Term), Executive shall not directly or indirectly (whether as an officer, director, employee, partner, stockholder, creditor or agent, or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time during the original or any extended Term clients of BOK Financial or any of its affiliates for the purpose of providing banking, trust, investment, or other services provided by BOK Financial or any of its affiliates during the Term or contact or solicit employees of BOK Financial or any affiliates of BOK Financial to seek employment with any person or entity except BOK Financial and its affiliates. This “Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged Period”); provided, however, that in the banking business event that it is determined by a court of which Executive is not a directorcompetent jurisdiction or an arbitrator, officeras the case may be, employeethat Holder has breached any provision of this Section 2, agent or representative. (b) BOK Financial shall pay Executivethen, in addition to any other amounts which may be due Executiveremedies set forth in Section 5 or Section 6 below and available under applicable law, during each year in which the Non-Solicitation Agreement is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and Period shall be automatically extended by a number of days equal to the like, at the times and total number of days in the manner in effect in accordance with period from the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i). (c) Executive agrees that the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that (i) any remedy at law for any breach of this Non- Agreement would be inadequate, (ii) in the event of any breach of this Non-Solicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK Financial, and (iii) BOK Financial shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude any date on which such breach (in addition to any remedies shall have first occurred through the date as of law to which BOK Financial may be entitled)such breach shall have been fully cured.

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “Non-Solicitation Agreement”. (a) Executive agrees that, for a period From the date of two (2) years following any termination this Agreement through the third anniversary of the Employment for causeClosing Date, the Seller shall not, and for a period of one (1) year following any termination of the Employment for any reason other than shall cause (including expiration of the Term)its Affiliates and Associates and such Affiliates’ Associates not to, Executive shall not directly or indirectly (whether as an officerprovided, directorhowever, employee, partner, stockholder, creditor that the obligations of the Seller with respect to the portfolio companies of Irving Place Capital shall be limited only to “not cause or agent, encourage” such companies to take the following actions): (i) (A) solicit or representative recruit any employee of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time during the original or any extended Term clients of BOK Financial Purchaser or any of its affiliates for Affiliates with whom Seller, its Affiliates and Associates or such Affiliates’ Associates came in contact with in connection with the purpose Acquisition or the SW Acquisitions or solicit or encourage any such employee of providing bankingthe Purchaser or the Purchaser’s Affiliates to leave his or her employment with the Purchaser or the Purchaser’s Affiliates, trust, investmentas applicable, or (B) solicit or recruit any employee of the Company or its Subsidiaries or solicit or encourage any such employee of the Company or the Company’s Subsidiaries to leave his or her employment with the Company or the Company’s Subsidiaries, as applicable; provided, however, that, in each case, the Seller, its Affiliates and Associates and such Affiliates’ Associates shall not be prohibited from (a) making general solicitations of employment that are not specifically targeted at employees of the Purchaser, the Purchaser’s Affiliates, the Company or the Company’s Subsidiaries through newspapers, periodicals or other services provided media of general circulation (including if placed in such media by BOK Financial a recruiting firm) or (b) soliciting or recruiting any such person who is terminated by the Purchaser or the Company after the 120th calendar day following such person’s termination; (ii) hire any of the persons listed on Schedule A hereto; provided, however, that, in each case, the Seller, its Affiliates and Associates and such Affiliates’ Associates shall not be prohibited from hiring any such person who is terminated by the Purchaser or the Company after the 120th calendar day following such person’s termination; or (iii) disparage (A) the Company, its Subsidiaries, the Purchaser or any of its affiliates during the Term Affiliates or contact or solicit (B) any employees of BOK Financial the Company, its Subsidiaries, the Purchaser or any affiliates of BOK Financial to seek employment with any person or entity except BOK Financial and its affiliates. This Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent (10%) of Affiliates, including the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking business of which Executive is not a director, officer, employee, agent or representativeFounder. (b) BOK Financial shall pay ExecutiveThe Seller expressly understands and agrees that, although the Purchaser and the Seller consider the covenants and agreements contained in addition this Section to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory restrictions contained in this Section, or any other amounts which provision or restriction contained in this Section, is an unenforceable provision or restriction against any Person, the provisions and restrictions of this Section shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be due Executiveenforceable. Alternatively, during each year if any court of competent jurisdiction finds that any provision or restriction contained in which the Non-Solicitation Agreement this Section is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholdingunenforceable, and such provision or restriction cannot be amended so as to make it enforceable, such finding shall not affect the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months enforceability of any of the Non-Competition Agreement remaining provisions and restrictions contained in this Section, which remaining provisions and restrictions shall be paid deemed severable from the unenforceable provision or restriction and shall remain in a lump sum as soon administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i)full force and effect. (c) Executive agrees Notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed that the Non-Solicitation Agreement remedy of indemnity payments pursuant to Article VII and all other remedies at law would be inadequate in the restrictions set forth case of any breach of the covenants contained in this Non-Solicitation Agreement are fair and reasonableSection. The Purchaser shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants. (d) Executive agrees that (i) any remedy at law for any breach From the date of this Non- Agreement would be inadequate, (ii) in through the event third anniversary of any breach of this Non-Solicitation Agreementthe Closing Date, the terms of this Non-Solicitation Agreement Purchaser shall constitute incontrovertible evidence of irreparable injury to BOK Financialnot, and shall cause its Affiliates (iiiincluding, after the Closing, the Company) BOK Financial shall be entitled to both immediate and permanent injunctive relief without Associates and such Affiliates’ Associates not to, directly or indirectly disparage the necessity Seller or any of establishing its Affiliates (including Irving Place Capital, but excluding any portfolio companies of Irving Place Capital), or posting any bond therefor to preclude employees of the Seller or any such breach of its Affiliates (in addition to including Irving Place Capital, but excluding any remedies portfolio companies of law to which BOK Financial may be entitledIrving Place Capital).

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “Non-Solicitation Agreement”. (a) Executive Employee agrees that, for a the period of two (2) years following any termination of beginning with the Employment for causeEffective Time and throughout the Restricted Period, and for a period of one (1) year following any termination of the Employment for any reason other than cause (including expiration of the Term), Executive Employee shall not directly or indirectly (whether as an officer, director, employee, partner, stockholder, creditor or agent, or representative of other persons or entities) (i) contact or solicit, in any manner indirectly or directly, individuals or entities who were were, at any time during the original or any extended Term or employment of Employee, clients of BOK Financial Employer or any of its affiliates affiliates, for the purpose of providing banking, trust, investment, or other services provided by BOK Financial Employer or any of its affiliates during the Term Term, or (ii) contact or solicit employees of BOK Financial Employer or any affiliates of BOK Financial Employer to seek employment with any person or entity except BOK Financial Employer and its Employer’s affiliates. . (b) This Non-Solicitation Agreement shall not apply to ownership by Executive Employee of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking business (“publicly traded entity” of which Executive Employee is not a director, officer, employee, agent or representative. . Employee shall be deemed to have committed any act described in the preceding paragraph (ba) BOK Financial shall pay Executive, if such act is committed by (i) any entity other than a publicly traded entity in addition which Employee owns or has the right to acquire more than ten percent of the equity or any other amounts which may be due Executiveentity described in Paragraph 9(c) or (ii) by any director, during each year in which the Non-Solicitation Agreement is in effectofficer, $3,000 payable in installments in arrearsemployee, less usual and customary payroll deductions for FICA, federal and state withholding, and the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i)agent or representative thereof. (c) Executive The Non-Solicitation Agreement shall not prohibit Employee’s ownership of up to ten percent (10%) in an entity that is not a publicly traded entity provided Employee does not compete for business from locations in, or for the business of persons or entities located in Denver County, Colorado and counties contiguous thereto and Boulder County, Colorado. (d) Employee agrees that the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (de) Executive Employee agrees that (i) any remedy at law for any breach of this Non- Non-Solicitation Agreement would be inadequate, (ii) in the event of any breach of this Non-Solicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK FinancialEmployer, and (iii) BOK Financial Employer shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude any such breach (in addition to any remedies of law to which BOK Financial Employer may be entitled).

Agreement Not to Solicit. The provisions Employee further agrees that during the Non-Solicitation Period (as defined below), Employee will not as an employee, agent, consultant, advisor, independent contractor, general partner, officer, director, stockholder, investor, lender or guarantor of any corporation, partnership or other entity, or in any other capacity, directly or indirectly for Employee or on behalf of any other Person (other than Buyer or any of its affiliates) without the prior written consent of Buyer: (a) interfere with the relationship between Buyer and its employees or consultants or contractors by encouraging, inducing, soliciting or attempting to solicit any such employee or consultant or contractor to terminate his or her employment or end his or her relationship with Buyer; (b) solicit or attempt to solicit for employment on behalf of Employee or any other Person, any Person (i) who is an employee, consultant or contractor of Buyer or (ii) who was an employee, consultant or contractor of Buyer at any time during the twelve (12)-month period prior to such solicitation or attempt to solicit; or (c) induce, encourage or assist any other Person to engage in any of the activities described in subparagraphs (a) through (b). Notwithstanding the foregoing, for purposes of this paragraph Agreement, (A) the placement of general advertisements that may be targeted to a particular geographic or technical area but that are hereafter called not specifically targeted toward employees of Buyer shall not be deemed to be a breach of this Section 2 and (B) Employee may solicit and engage as a part-time independent contractor any Person who is performing or has in the past performed part-time services for Buyer as an independent contractor so long as such engagement by Employee is not related to the Business. For purposes of this Agreement, the non-solicitation period (referred to herein as the “Non-Solicitation AgreementPeriod”. ) shall commence on the Closing Date of the Transaction and shall continue until the later of (ai) Executive agrees that, for a period the twenty-four (24) month anniversary of two the Closing Date and (2ii) years twelve (12) months immediately following any the termination of the Employment for cause, and for a period of one (1) year following any termination of the Employment Employee’s relationship with Buyer for any reason other than cause reason, whether Employee resigns voluntarily or is terminated by Buyer for any reason; provided, however, that subject to clause (including expiration of C) below, (A) in no event shall the Term), Executive shall not directly or indirectly (whether as an officer, director, employee, partner, stockholder, creditor or agent, or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time during the original or any extended Term clients of BOK Financial or any of its affiliates for the purpose of providing banking, trust, investment, or other services provided by BOK Financial or any of its affiliates during the Term or contact or solicit employees of BOK Financial or any affiliates of BOK Financial to seek employment with any person or entity except BOK Financial and its affiliates. This Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent Period continue beyond the forty-eight (10%48) month anniversary of the common stock Closing Date; (B) if Employee does not become an employee of a corporation traded Buyer immediately following the Closing, the Non-Solicitation Period shall end on the facilities twenty-four (24) month anniversary of a national securities exchange engaged the Closing Date; and (C) in the banking business event that it is determined by a court of which Executive is not a directorcompetent jurisdiction or an arbitrator, officeras the case may be, employeethat Employee has breached any provision of this Section 2, agent or representative. (b) BOK Financial shall pay Executivethen, in addition to any other amounts which may be due Executiveremedies set forth in this Agreement and available under applicable law, during each year in which the Non-Solicitation Agreement is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and Period shall be automatically extended by a number of days equal to the like, at the times and total number of days in the manner in effect in accordance with period from the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i). (c) Executive agrees that the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that (i) any remedy at law for any breach of this Non- Agreement would be inadequate, (ii) in the event of any breach of this Non-Solicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK Financial, and (iii) BOK Financial shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude any date on which such breach (in addition to any remedies shall have first occurred through the date as of law to which BOK Financial may be entitled)such breach shall have been fully cured.

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “"Non-Solicitation Agreement”". (a) Executive agrees that, for a period of two (2) years following any termination of the Employment for cause, and for a period of one (1) year following any termination of the Employment for any reason other than cause (including expiration of the Term), Executive shall not directly or indirectly (whether as an officer, director, employee, partner, stockholder, creditor or agent, or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time during the original or any extended Term clients of BOK Financial or any of its affiliates for the purpose of providing banking, trust, investment, or other services provided by BOK Financial or any of its affiliates during the Term or contact or solicit employees of BOK Financial or any affiliates of BOK Financial to seek employment with any person or entity except BOK Financial and its affiliates. This Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking business of which Executive is not a director, officer, employee, agent or representative. (b) BOK Financial shall pay Executive, in addition to any other amounts which may be due Executive, during each year in which the Non-Solicitation Agreement is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i). (c) Executive agrees that the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that (i) any remedy at law for any breach of this Non- Agreement NonAgreement would be inadequate, (ii) in the event of any breach of this Non-Solicitation NonSolicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK Financial, and (iii) BOK Financial shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude any such breach (in addition to any remedies of law to which BOK Financial may be entitled).

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “Non-Solicitation Agreement”. (a) Executive agrees that, for a period of two (2) years following any termination of the Employment for cause, and for a period of one (1) year following any termination of the Employment for any reason other than cause (including expiration of the Term), Executive shall not directly or indirectly (whether as an officer, director, employee, partner, stockholder, creditor or agent, or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time during the original or any extended Term clients of BOK Financial or any of its affiliates for the purpose of providing banking, trust, investment, or other services provided by BOK Financial or any of its affiliates during the Term or contact or solicit employees of BOK Financial or any affiliates of BOK Financial to seek employment with any person or entity except BOK Financial and its affiliates. This Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking business of which Executive is not a director, officer, employee, agent or representative. (b) BOK Financial shall pay Executive, in addition to any other amounts which may be due Executive, during each year in which the Non-Solicitation Agreement is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months of the Non-Competition Agreement shall be paid in a lump sum as soon as administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i). (c) Executive agrees that the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that (i) any remedy at law for any breach of this Non- Agreement would be inadequate, (ii) in the event of any breach of this Non-Solicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK Financial, and (iii) BOK Financial shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude any such breach (in addition to any remedies of law to which BOK Financial may be entitled).

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “Non-Solicitation Agreement”. (a) Executive agrees that, for a During the period of two (2) years following any termination beginning as of the Employment for causedate hereof and ending on the date that is eighteen months after the date hereof, and for a period of one (1) year following any termination of the Employment for any reason other than cause (including expiration of the Term)Seller will not, Executive shall not nor will it permit its Affiliates to, directly or indirectly (whether as an officerindirectly, directorexcept with the prior written consent of Purchaser, employeesolicit for employment, partner, stockholder, creditor employ or agent, assist any other person in employing any Employee holding a management or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time during the original or any extended Term clients of BOK Financial executive level position with Purchaser or any of its affiliates for Affiliates after the purpose of providing banking, trust, investment, or other services date hereof; provided by BOK Financial that this shall not preclude Seller or any of its affiliates during the Term Affiliates from hiring any such Employee who (A) has had his or contact or solicit employees of BOK Financial her employment terminated by Purchaser or any affiliates of BOK Financial its Affiliates at least six months prior to seek employment with being hired by Seller or its Affiliates or (B) responds to any person general solicitation placed by Seller or entity except BOK Financial and any of its affiliates. This Non-Solicitation Agreement shall Affiliates not apply to ownership by Executive of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking business of which Executive is not a director, officer, employee, agent or representativespecifically directed towards any such Employee. (b) BOK Financial shall pay Executive, in addition to any other amounts which may be due Executive, during each year in which During the Non-Solicitation Agreement is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months period beginning as of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive date hereof and ending on the date that is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i). (c) Executive agrees that eighteen months after the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that date hereof, Purchaser will not, nor will it permit its Affiliates to, directly or indirectly, (i) induce or encourage any remedy at law for any breach employee of this Non- Agreement would be inadequate, Seller or its Affiliates who is not an Employee to leave the employment of Seller or its Affiliates or (ii) except with the prior written consent of Seller, solicit for employment, employ or assist any other person in employing any employee of Seller or its Affiliates (other than an Employee) (A) who is holding a management or executive level position or (B) with whom Purchaser has had contact, or with respect to which Purchaser or its Representatives have obtained access to information, in connection with the event transactions contemplated by the Transaction Documents; provided that this clause (ii) shall not preclude Purchaser or any of any breach of this Non-Solicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK Financial, and (iii) BOK Financial shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude its Affiliates from hiring any such breach employee who (in addition Y) has had his or her employment terminated by Seller or any of its Affiliates at least six months prior to being hired by Purchaser or its Affiliates or (Z) responds to any remedies general solicitation placed by Purchaser or any of law to which BOK Financial may be entitled)its Affiliates not specifically directed towards any such employee.

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “"Non-Solicitation Agreement”". (a) Executive agrees that, for a period of two (2) years following any termination of the Employment for cause, and for a period of one (1) year following any termination of the Employment for any reason other than cause (including expiration of the Term), Executive shall not directly or indirectly (whether as an officer, director, employee, partner, stockholder, creditor or agent, or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time during the original or any extended Term clients of BOK Financial or any of its affiliates for the purpose of providing banking, trust, investment, or other services provided by BOK Financial or any of its affiliates during the Term or contact or solicit employees of BOK Financial or any affiliates of BOK Financial to seek employment with any person or entity except BOK Financial and its affiliates. This Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking business of which Executive is not a director, officer, employee, agent or representative. (b) BOK Financial shall pay Executive, in addition to any other amounts which may be due Executive, during each year in which the Non-Solicitation Agreement is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i). (c) Executive agrees that the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that (i) any remedy at law for any breach of this Non- Non-Solicitation Agreement would be inadequate, (ii) in the event of any breach of this Non-Solicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK Financial, and (iii) BOK Financial shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude any such breach (in addition to any remedies of law to which BOK Financial may be entitled).

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “Non-Solicitation Agreement”. (a) Executive agrees that, for a During the period of two (2) years following any termination beginning as of the Employment for causeClosing Date and ending on the date that is eighteen months after the Closing Date, and for a period of one (1) year following any termination each of the Employment for any reason other than cause (including expiration of the Term)Company and Parent will not, Executive shall not nor will it permit its Affiliates to, directly or indirectly (whether as an officerindirectly, directorexcept with the prior written consent of Purchaser, employeesolicit for employment, partner, stockholder, creditor employ or agent, assist any other person in employing any Employee holding a management or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time during the original or any extended Term clients of BOK Financial executive level position with Purchaser or any of its affiliates for Affiliates after the purpose date hereof; provided that this shall not preclude each of providing banking, trust, investment, the Company and Parent or other services provided any of their Affiliates from hiring any such Employee who (A) has had his or her employment terminated by BOK Financial Purchaser or any of its affiliates during the Term Affiliates at least six months prior to being hired by Parent or contact its Affiliates or solicit employees of BOK Financial (B) responds to any general solicitation placed by Parent or any affiliates of BOK Financial to seek employment with its Affiliates not specifically directed towards any person or entity except BOK Financial and its affiliates. This Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking business of which Executive is not a director, officer, employee, agent or representativesuch Employee. (b) BOK Financial shall pay Executive, in addition to any other amounts which may be due Executive, during each year in which During the Non-Solicitation Agreement is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months period beginning as of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive Closing Date and ending on the date that is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i). (c) Executive agrees that eighteen months after the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that Closing Date, Purchaser will not, nor will it permit its Affiliates to, directly or indirectly, (i) induce or encourage any remedy at law for any breach employee of this Non- Agreement would be inadequate, Parent or its Affiliates who is not an Employee to leave the employment of Parent or its Affiliates or (ii) except with the prior written consent of Parent, solicit for employment, employ or assist any other person in employing any employee of Parent or its Affiliates (other than an Employee) (A) who is holding a management or executive level position or (B) with whom Purchaser has had contact, or with respect to which Purchaser or its Representatives have obtained access to information, in connection with the event transactions contemplated by the Transaction Documents; provided that this clause (ii) shall not preclude Purchaser or any of any breach of this Non-Solicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK Financial, and (iii) BOK Financial shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude its Affiliates from hiring any such breach employee who (in addition A) has had his or her employment terminated by Parent or any of its Affiliates at least six months prior to being hired by Purchaser or its Affiliates or (B) responds to any remedies general solicitation placed by Purchaser or any of law to which BOK Financial may be entitled)its Affiliates not specifically directed towards any such employee.

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “Non-Solicitation Agreement”. (a) Executive agrees that, for a period of two (2) years following any termination of the Employment for cause, and for a period of one (1) year following any termination of the Employment for any reason other than cause (including expiration of the Term), Executive shall not directly or indirectly (whether as an officer, director, employee, partner, stockholder, creditor or agent, or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time during the original or any extended Term clients of BOK Financial or any of its affiliates for the purpose of providing banking, trust, investment, or other services provided by BOK Financial or any of its affiliates during the Term or contact or solicit employees of BOK Financial or any affiliates of BOK Financial to seek employment with any person or entity except BOK Financial and its affiliates. This Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking business of which Executive is not a director, officer, employee, agent or representative. (b) BOK Financial shall pay Executive, in addition to any other amounts which may be due Executive, during each year in which the Non-Solicitation Agreement is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i). (c) Executive agrees that the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that (i) any remedy at law for any breach of this Non- Non-Solicitation Agreement would be inadequate, (ii) in the event of any breach of this Non-Solicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK Financial, and (iii) BOK Financial shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude any such breach (in addition to any remedies of law to which BOK Financial may be entitled).

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “Non-Solicitation Agreement”. (a) Executive agrees that, for a period of two (2) years following any termination of the Employment for cause, and for a period of one (1) year following any termination of the Employment for any reason other than cause (including expiration of the Term)except a termination by Bank without cause, Executive shall not directly or indirectly (whether as an officer, director, employee, partner, stockholder, creditor or agent, or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time anytime during the original or any extended Term clients of BOK Financial Bank or any of its affiliates for the purpose of providing bankingBanking, trust, investment, or other services provided by BOK Financial Bank or any of its affiliates during the Term or contact or solicit employees of BOK Financial Bank or any affiliates of BOK Financial Bank to seek employment with any person or entity except BOK Financial Bank and its affiliates. This Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking Banking business of which Executive is not a director, officer, employee, agent or representative. (b) BOK Financial Bank shall (subject to the provisions of Section 12) pay Executive, in addition to any other amounts which may be due Executive, during each year in which the Non-Solicitation Agreement is in effect, $3,000 25% of Executive's then current Annual Salary payable in monthly installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i)Bank. (c) Executive agrees that the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that (i) any remedy at law for any breach of this Non- Agreement would be inadequate, (ii) in the event of any breach of this Non-Solicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK FinancialBank, and (iii) BOK Financial Bank shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude any such breach (in addition to any remedies of law to which BOK Financial Bank may be entitled).

Agreement Not to Solicit. The provisions of this paragraph are hereafter called the “Non-"Non- Solicitation Agreement”". (a) Executive agrees that, for a period of two (2) years following any termination of the Employment for cause, and for a period of one (1) year following any termination of the Employment for any reason other than cause (including expiration of the Term), Executive shall not directly or indirectly (whether as an officer, director, employee, partner, stockholder, creditor or agent, or representative of other persons or entities) contact or solicit, in any manner indirectly or directly, individuals or entities who were at any time during the original or any extended Term clients of BOK Financial or any of its affiliates for the purpose of providing banking, trust, investment, or other services provided by BOK Financial or any of its affiliates during the Term or contact or solicit employees of BOK Financial or any affiliates of BOK Financial to seek employment with any person or entity except BOK Financial and its affiliates. This Non-Solicitation Agreement shall not apply to ownership by Executive of up to ten percent (10%) of the common stock of a corporation traded on the facilities of a national securities exchange engaged in the banking business of which Executive is not a director, officer, employee, agent or representative. (b) BOK Financial shall pay Executive, in addition to any other amounts which may be due Executive, during each year in which the Non-Solicitation Agreement is in effect, $3,000 payable in installments in arrears, less usual and customary payroll deductions for FICA, federal and state withholding, and the like, at the times and in the manner in effect in accordance with the usual and customary payroll policies generally in effect from time to time at BOK Financial. Notwithstanding the foregoing, the amounts due for the first six months of the Non-Competition Agreement shall be paid in a lump sum as soon administratively possible following such six month period if Executive is determined to be a "specified employee as defined in Section 409A(a)(2)(B)(i).Competition (c) Executive agrees that the Non-Solicitation Agreement and all the restrictions set forth in this Non-Solicitation Agreement are fair and reasonable. (d) Executive agrees that (i) any remedy at law for any breach of this Non- Agreement NonAgreement would be inadequate, (ii) in the event of any breach of this Non-Solicitation NonSolicitation Agreement, the terms of this Non-Solicitation Agreement shall constitute incontrovertible evidence of irreparable injury to BOK Financial, and (iii) BOK Financial shall be entitled to both immediate and permanent injunctive relief without the necessity of establishing or posting any bond therefor to preclude any such breach (in addition to any remedies of law to which BOK Financial may be entitled).