Common use of Competitive Business Activities Clause in Contracts

Competitive Business Activities. Employee agrees that during the Term of this Agreement and for a period of time ending on the date occurring one (1) year after the later of the date his employment terminates and/or this Agreement terminates (irrespective of the circumstances of such termination, provided however, that if the termination is by the Bank without Cause or by notice of non-renewal and is not within the period commencing with the execution of a definitive agreement providing for a Change in Control and extending to eighteen months following the date on which a Change in Control occurs, then Section 6.3 (i)(a) and (ii) shall not apply), Employee will not engage in the following activities without the written consent of the Bank: (i) on Employee’s own or another’s behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (a) compete with the Bank in the Bank’s Business; (b) solicit or do business which is the same, similar to or otherwise in competition with the Bank’s Business, from or with persons or entities: (1) who are customers of the Bank; (2) who Employee or someone for whom he was responsible solicited, negotiated, contracted, serviced or had contact with on the Bank’s behalf; or (3) who were customers of the Bank at any time during the last year of Employee’s employment with the Bank; or (c) offer employment to or otherwise solicit for employment any employee or other person who had been employed by the Bank during the last year of Employee’s employment with the Bank; (ii) be employed or retained in (i) an executive management capacity, (ii) other management capacity providing the same or similar services which Employee provided to the Bank, or (iii) any capacity connected with competitive business activities, by any person or entity that engages in the same, similar or otherwise competitive business as the Bank’s Business; or (iii) directly or indirectly take any action, which is materially detrimental, or otherwise intended to be adverse to the Bank’s goodwill, name, business relations, prospects and operations. 6.3.1 The restrictions set forth in clauses (i)(a) and (ii) of this Section 6.3 shall apply to the following geographical areas: (i) within a 60-mile radius of the location of the Bank’s headquarters during Employee’s employment with the Bank; (ii) any city, metropolitan area, county, or state in which Employee’s substantial services were provided, or for which Employee had substantial responsibility, or in which Employee worked on Bank projects, while employed by the Bank; and (iii) any city, metropolitan area, county, or state in which the Bank is located or does or, during Employee’s employment with the Bank, did business. 6.3.2 Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of not more than five percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section 6.3.

Competitive Business Activities. Employee agrees that during the Term of this Agreement and for a period of time ending on the date occurring one six months (16) year months after the later of the date his employment terminates and/or this Agreement terminates (irrespective of the circumstances of such termination, provided however, that if ) (the termination is by the Bank without Cause or by notice of non"Non-renewal and is not within the period commencing with the execution of a definitive agreement providing for a Change in Control and extending to eighteen months following the date on which a Change in Control occurs, then Section 6.3 (i)(a) and (ii) shall not applyCompetition Period"), Employee will not engage in the following activities without the written consent of the Bankactivities: (ia) on Employee’s 's own or another’s 's behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (ai) compete with the Bank Company in the Bank’s Company' s Business; (bii) solicit or do business which is the same, similar to or otherwise in competition with the Bank’s Company' s Business, from or with persons or entitiesentities : (1a) who are customers of the BankCompany; (2b) who Employee or someone for whom he was responsible solicited, negotiated, contracted, serviced or had contact with on the Bank’s Company's behalf; or (3c) who were customers of the Bank Company at any time during the last year of Employee’s 's employment with the BankCompany; or (ciii) offer employment to or otherwise solicit for employment any employee or other person who had been employed by the Bank Company during the last year of Employee’s 's employment with the BankCompany; (iib) be employed (or retained otherwise engaged) in (i) an executive a management capacity, (ii) other management capacity providing the same or similar services which Employee provided to the BankCompany, or (iii) any capacity connected with competitive business activities, by any person or entity that engages in the same, similar or otherwise competitive business as the Bank’s Company's Business; or (iiic) directly or indirectly take any action, which is materially detrimental, or otherwise intended to be adverse to the Bank’s Company's goodwill, name, business relations, prospects and operations. 6.3.1 The restrictions set forth in clauses (i)(aSection 6.3(a)(i) and (ii) of this Section 6.3 shall apply to the following geographical areas: (i) within a 60-mile radius of the location of the Bank’s Company's headquarters during Employee’s 's employment with the BankCompany; (ii) and within a 25-mile radius of the location of any city, metropolitan area, county, or state in which Employee’s substantial services were provided, or for which Employee had substantial responsibility, or in which Employee worked on Bank projects, while employed by the Bank; and (iii) any city, metropolitan area, county, or state in which the Bank is located or does or, during Employee’s employment with the Bank, did businessbank branch. 6.3.2 Notwithstanding the foregoing, Employee’s 's ownership, directly or indirectly, of not more than five one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section 6.3.

Competitive Business Activities. (a) Employee agrees that during the Term period of this Agreement Employee’s employment with the Company Group and for a period of time ending on the date occurring one (1) year after the later date such Employee is no longer employed by any member of the date his employment terminates and/or this Agreement terminates Company Group (irrespective of the circumstances of such termination, provided however, that if the termination is by the Bank without Cause or by notice of non-renewal and is not within the period commencing with the execution of a definitive agreement providing for a Change in Control and extending to eighteen months following the date on which a Change in Control occurs, then Section 6.3 (i)(a) and (ii) shall not apply), Employee will not engage in the following activities without the written consent of the Banknot: (i) on Employee’s own or another’s behalf, whether as an officer, director, manager, stockholder, partner, member, associate, owner, employee, consultant consultant, or otherwiseotherwise do any of the following or provide material assistance to any other party or entity to do so: (aA) compete with the Bank engage in the BankBusiness with respect to medicines or programs with which Employee was materially involved on behalf of the Company Group during Employee’s Businessemployment or with respect to which Employee obtained Confidential Information during Employee’s employment; (bB) solicit or do business which is the same, similar to or otherwise in competition with the Bank’s Business, from or with persons or entities: (1a) who are clients, customers or collaborative partners of the BankCompany Group; (2b) who with whom or which Employee or someone for whom he Employee was responsible solicited, negotiated, contracted, serviced or had material contact with on the BankCompany Group’s behalf; (c) with respect to whom or which Employee obtained Confidential Information during and as a consequence of Employee’s employment with the Company Group; or (3d) who were customers of the Bank who, at any time during the last year of Employee’s employment with the BankCompany Group, were clients, customers or collaborative partners of the Company Group; ornor shall Employee request, induce, or solicit such persons or entities to curtail or cancel their business with the Company Group; (cC) offer employment to to, hire or otherwise solicit for employment any employee or other person who had been employed or retained by the Bank Company Group during the last year of Employee’s employment with the Bank;Company Group and with whom Employee had material contacts during the course of Employee’s employment; nor shall Employee request, induce, or solicit any employee or independent contractor of the Company Group who had been employed or retained by the Company Group during the last year of Employee’s employment with the Company Group and with whom Employee had material contacts during the course of Employee’s employment to terminate his or her employment or independent contractor relationship with the Company Group; or (ii) be employed or retained in (i) an executive management capacity, (ii) other management capacity providing the same or similar services which Employee provided to the Bank, or (iii) any capacity connected with competitive business activities, by any person or entity that engages in the same, similar or otherwise competitive business as the Bank’s Business; or (iii) directly or indirectly take any action, which is materially detrimental, or otherwise intended to be adverse to the BankCompany Group’s goodwill, name, business relations, prospects and operations. 6.3.1 (b) The restrictions set forth in clauses (i)(aSection 2(a)(i) and (ii) of this Section 6.3 shall apply to the following separate and distinct geographical areas: (i) the world; (ii) North America (iii) Europe; (iv) the United States; (v) the United Kingdom; (vi) Japan; (vii) the State of North Carolina; (viii) the State of Alabama; (ix) within a 60-mile radius of the any location of the Bank’s headquarters Company Group in which Employee had an office or performed material services during Employee’s employment with the BankCompany Group; (iix) any city, metropolitan area, county, state or state country in which Employee’s substantial services were provided, or for which Employee had substantial responsibility, or in which Employee worked on Bank Company Group projects, while employed by the BankCompany Group; and (iiixi) any city, metropolitan area, county, state or state country in which the Bank Company Group is located or does or, during Employee’s employment with the BankCompany Group, did business. 6.3.2 (c) The restrictions set forth in Section 2(a)(i) apply only to prohibit Employee from engaging in activities that are materially similar to the activities in which Employee engaged on behalf of the Company Group or with respect to which Employee would reasonably be expected to use Confidential Information. (d) Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of not more than five one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate Section 2(a). For the avoidance of doubt, and notwithstanding any provision of this Section 6.3Agreement to the contrary, a transfer or assignment of employment, or an assignment of this Agreement, from the Company to a member of the Company Group or from one member of the Company Group to another member of the Company Group (in one or multiple instances), shall not be a termination of employment for the purposes of triggering the one-year post-employment competitive business restrictions set forth above.

Competitive Business Activities. Employee agrees that during the Term of this Agreement and for a period of time ending on the date occurring one (1) year after the later of the date his her employment terminates and/or this Agreement terminates (irrespective of the circumstances of such termination, provided however, that if the termination is by the Bank without Cause or by notice of non-renewal and is not within the period commencing with the execution of a definitive agreement providing for a Change in Control and extending to eighteen months following the date on which a Change in Control occurs, then Section 6.3 (i)(a) and (ii) shall not apply), Employee will not engage in the following activities without the written consent of the Bank: (i) on Employee’s own or another’s behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (a) compete with the Bank in the Bank’s Business; (b) solicit or do business which is the same, similar to or otherwise in competition with the Bank’s Business, from or with persons or entities: (1) who are customers of the Bank; (2) who Employee or someone for whom he she was responsible solicited, negotiated, contracted, serviced or had contact with on the Bank’s behalf; or (3) who were customers of the Bank at any time during the last year of Employee’s employment with the Bank; or (c) offer employment to or otherwise solicit for employment any employee or other person who had been employed by the Bank during the last year of Employee’s employment with the Bank; (ii) be employed or retained in (i) an executive management capacity, (ii) other management capacity providing the same or similar services which Employee provided to the Bank, or (iii) any capacity connected with competitive business activities, by any person or entity that engages in the same, similar or otherwise competitive business as the Bank’s Business; or (iii) directly or indirectly take any action, which is materially detrimental, or otherwise intended to be adverse to the Bank’s goodwill, name, business relations, prospects and operations. 6.3.1 The restrictions set forth in clauses (i)(a) and (ii) of this Section 6.3 shall apply to the following geographical areas: (i) within a 60-mile radius of the location of the Bank’s headquarters during Employee’s employment with the Bank; (ii) any city, metropolitan area, county, or state in which Employee’s substantial services were provided, or for which Employee had substantial responsibility, or in which Employee worked on Bank projects, while employed by the Bank; and (iii) any city, metropolitan area, county, or state in which the Bank is located or does or, during Employee’s employment with the Bank, did business. 6.3.2 Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of not more than five percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section 6.3.

Competitive Business Activities. Employee agrees that during the Term of this Agreement and for a period of time ending on the date occurring one six (16) year months after the later of the date his employment terminates and/or this Agreement terminates (irrespective of the circumstances of such termination, provided however, that if ) (the termination is by the Bank without Cause or by notice of non“Non-renewal and is not within the period commencing with the execution of a definitive agreement providing for a Change in Control and extending to eighteen months following the date on which a Change in Control occurs, then Section 6.3 (i)(a) and (ii) shall not applyCompetition Period”), Employee will not engage in the following activities without the written consent of the Bankactivities: (ia) on Employee’s own or another’s behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (ai) compete with the Bank Company in the BankCompany’s Business; (bii) solicit or do business which is the same, similar to or otherwise in competition with the BankCompany’s Business, from or with persons or entities: (1a) who are customers of the BankCompany; (2b) who Employee or someone for whom he was responsible solicited, negotiated, contracted, serviced or had contact with on the BankCompany’s behalf; or (3c) who were customers of the Bank Company at any time during the last year of Employee’s employment with the BankCompany; or (ciii) offer employment to or otherwise solicit for employment any employee or other person who had been employed by the Bank Company during the last year of Employee’s employment with the BankCompany; (iib) be employed (or retained otherwise engaged) in (i) an executive a management capacity, (ii) other management capacity providing the same or similar services which Employee provided to the BankCompany, or (iii) any capacity connected with competitive business activities, by any person or entity that engages in the same, similar or otherwise competitive business as the BankCompany’s Business; or (iiic) directly irectly or indirectly take any action, which is materially detrimental, or otherwise intended to be adverse to the BankCompany’s goodwill, name, business relations, prospects and operations. 6.3.1 The restrictions set forth in clauses (i)(a) and (ii) of this h. Section 6.3 shall apply to the following geographical areas: (i) within a 60-mile radius 14 of the location of the Bank’s headquarters during Employee’s employment with the Bank; (ii) any city, metropolitan area, county, or state in which Employee’s substantial services were provided, or for which Employee had substantial responsibility, or in which Employee worked on Bank projects, while employed by the Bank; Employment Agreement is hereby amended and (iii) any city, metropolitan area, county, or state in which the Bank is located or does or, during Employee’s employment with the Bank, did business. 6.3.2 Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of not more than five percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section 6.3.restated as follows:

Competitive Business Activities. Employee agrees that during the Term of this Agreement and for a period of time ending on the date occurring one (1) year after the later of the date his employment terminates and/or this Agreement terminates (irrespective of the circumstances of such termination, provided however, that if the termination is by the Bank without Cause or by notice of non-renewal and is not within the period commencing with the execution of a definitive agreement providing for a Change in Control and extending to eighteen months following the date on which a Change in Control occurs, then Section 6.3 (i)(a) and (ii) shall not apply), Employee will not engage in the following activities without the written consent of the Bank: (ia) on Employee’s Founder's own or another’s 's behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant consultant, advisor or otherwise, directly or indirectly: (ai) compete with the Bank Company in the Bank’s Businessfields of agricultural genomics and agricultural biotechnology, within the geographical areas set forth in Section 5.2.1; (bii) solicit or do business which is the samesame as, similar to or otherwise in competition with the Bank’s Business, business engaged in by the Company from or with persons or entities: (1a) who are customers of the BankCompany; (2b) who Employee Founder, or someone for whom he was responsible had management responsibility or supervision, solicited, negotiated, contracted, serviced or had contact with on the Bank’s Company's behalf; or (3c) who were customers of the Bank Company at any time during the last year of Employee’s Founder's employment with the BankCompany; or (d) to whom the Company had made proposals to do business at any time during the last year of Founder's employment with the Company; or (ciii) offer employment to or otherwise solicit for employment or engagement (as a consultant, advisor, independent contractor or otherwise) any employee or other person who had been employed or engaged by the Bank Company during the last year of Employee’s Founder's employment with the Bank;Company; or (iib) within the geographical areas set forth in Section 5.2.1, be employed (or retained otherwise engaged) by any person or entity that competes with the Company in the field of agricultural biotechnology and agricultural genomics, in (i) an executive a management capacity, (ii) other management capacity providing the same or similar services which Employee Founder provided to the BankCompany, or (iii) any capacity connected with competitive business activities, by any person or entity that engages in the same, similar or otherwise competitive business as the Bank’s Business; or (iiic) directly or indirectly take any action, action which is materially detrimental, detrimental or otherwise intended to be adverse to the Bank’s Company's goodwill, name, business relations, prospects and operations. 6.3.1 5.2.1 The restrictions set forth in clauses (i)(a) and (ii) of this Section 6.3 shall 5.2 apply to the following geographical areas: (i) within a 60-mile radius of the location of the Bank’s headquarters during Employee’s employment with the BankRaleigh/Durham/Research Triangle Park, North Carolina metropolitan area; (ii) any city, metropolitan area, county, county (or state similar political subdivisions in foreign countries) in which Employee’s substantial services were providedthe Company is located or does or, or for which Employee had substantial responsibility, or in which Employee worked on Bank projects, while employed by the Bankduring Founder's employment with Company did business; and (iii) any city, metropolitan area, countycounty (or similar political subdivision in foreign countries) in which Founder's services were provided (in person or otherwise), or state for which Founder had responsibility, or in which Founder worked on Company projects, while employed by the Bank is located or does orCompany; (iv) the State of North Carolina; (v) the Los Angeles, during Employee’s employment with California metropolitan area; (vi) the BankSan Francisco, did businessCalifornia/San Francisco Bay metropolitan area; and (vii) the State of California. 6.3.2 5.2.2 Notwithstanding the foregoing, Employee’s the following shall not violate Section 5.2: (i) Founder's ownership, directly or indirectly, of not more than five one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section 6.3market, (ii) any and all activities undertaken by Founder in connection with his Consultancy Agreement with Novartis Crop Protection, Inc. dated as of January 9, 1998, or (iii) any and all activities undertaken by Founder in connection with his work for Immunovation, Inc. (it being acknowledged that such work will include work in the areas of (1) assay development, (2) high throughput screening system design and manufacture, and (3) diagnostics (i.e., the development of assays to detect and quantify molecules).

Competitive Business Activities. Employee agrees that during the Term of this Agreement and for a period of time ending on the date occurring one (1) year after the later of the date his employment terminates and/or this Agreement terminates (irrespective of the circumstances of such termination, provided however, that if the termination is by the Bank without Cause or by notice of non-renewal and is not within the period commencing with the execution of a definitive agreement providing for a Change in Control and extending to eighteen months following the date on which a Change in Control occurs, then Section 6.3 (i)(a) and (ii) shall not apply), Employee will not engage in the following activities without the written consent of the Bank: (i) on Employee’s own or another’s behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (a) compete with the Bank in the Bank’s Business; (b) solicit or do business which is the same, similar to or otherwise in competition with the Bank’s Business, from or with persons or entities: (1) who are customers of the Bank; (2) who Employee or someone for whom he was responsible solicited, negotiated, contracted, serviced or had contact with on the Bank’s behalf; or (3) who were customers of the Bank at any time during the last year of Employee’s employment with the Bank; or (c) offer employment to or otherwise solicit for employment any employee or other person who had been employed by the Bank during the last year of Employee’s employment with the Bank; (ii) be employed or retained in (i) an executive a management capacity, (ii) other management capacity providing the same or similar services which Employee provided to the Bank, or (iii) any capacity connected with competitive business activities, by any person or entity that engages in the same, similar or otherwise competitive business as the Bank’s Business; or (iii) directly or indirectly take any action, which is materially detrimental, or otherwise intended to be adverse to the Bank’s goodwill, name, business relations, prospects and operations. 6.3.1 The restrictions set forth in clauses (i)(a) and (ii) of this Section 6.3 shall apply to the following geographical areas: (i) within a 60-mile radius of the location of the Bank’s headquarters during Employee’s employment with the Bank; (ii) any cityWake County, metropolitan area, county, or state in which Employee’s substantial services were provided, or for which Employee had substantial responsibility, or in which Employee worked on Bank projects, while employed by the BankNorth Carolina; and (iii) Xxxxxxxx County, North Carolina; provided, however, that, notwithstanding anything herein to the contrary, if Employee terminates his employment and this Agreement without cause pursuant to Section 4.1, then the restrictions set forth in clauses (i)(a) and (ii) of this Section 6.3 shall only apply to the restricted financial institutions (including any cityparent, metropolitan area, county, subsidiary or state in which the Bank is located or does or, during Employee’s employment with the Bank, did businessaffiliate thereof) described on Schedule 1 attached hereto and incorporated herein by reference. 6.3.2 Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of not more than five three percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section 6.3.

Competitive Business Activities. Employee agrees that During the term of his or her independent contractor engagement or employment with the Company and during the Term of this Agreement and for a two-year period of time ending on following the date occurring one (1) year after the later of the date his employment terminates and/or this Agreement terminates (irrespective of the circumstances termination of such terminationengagement or employment, provided however, that if the termination is by the Bank without Cause or by notice of non-renewal and is not within the period commencing with the execution of a definitive agreement providing for a Change in Control and extending to eighteen months following the date on which a Change in Control occurs, then Section 6.3 (i)(a) and (ii) shall not apply), Employee Shareholder will not engage in the following activities without the written consent of the Bankactivities: (ia) on Employeethe Shareholder’s own or another’s behalf, whether as an officer, director, stockholder, member, partner, associate, owner, investor, employee, consultant consultant, advisor or otherwise, directly or indirectly: (ai) compete with the Bank Company or engage in the Banksame, similar or otherwise competitive business as the Company, including without limitation the Company’s Businessexisting or prospective business in the ophthalmic pharmaceutical industry, in each case within the geographical areas set forth in Section 9.3; (bii) solicit or do business which is the samesame as, similar to or otherwise in competition with the Bank’s Business, business engaged in by the Company from or with persons or entities: (1A) who are customers of the BankCompany; (2B) who Employee the Shareholder, or someone for whom he was responsible had management responsibility or supervision, solicited, negotiated, contracted, serviced or had contact with on the BankCompany’s behalf; or (3C) who were customers of the Bank Company at any time during the last year of EmployeeShareholder’s employment with the BankCompany; or (D) to whom the Company had made proposals to do business at any time during the last year of Shareholder’s employment with the Company, or (ciii) offer employment to or otherwise solicit for employment or engagement (as a consultant, advisor, independent contractor or otherwise) any employee or other person who had been employed or engaged by the Bank Company during the last year of EmployeeShareholder’s employment with the Bank;Company; or (iib) within the geographical areas set forth in Section 9.3, be employed (or retained in (iotherwise engaged) an executive management capacity, (ii) other management capacity providing the same or similar services which Employee provided to the Bank, or (iii) any capacity connected with competitive business activities, by any person or entity that engages in the same, similar or otherwise competitive business as the Bank’s BusinessCompany, in (i) a management capacity, (ii) other capacity providing the same or similar services which Shareholder provided to the Company, or (iii) any capacity connected with competitive business activities; or (iiic) directly or indirectly take any action, action which is materially detrimental, detrimental or otherwise intended to be adverse to the BankCompany’s goodwill, name, business relations, prospects and operations. 6.3.1 The restrictions set forth in clauses (i)(a) and (ii) of this Section 6.3 shall apply to the following geographical areas: (i) within a 60-mile radius of the location of the Bank’s headquarters during Employee’s employment with the Bank; (ii) any city, metropolitan area, county, or state in which Employee’s substantial services were provided, or for which Employee had substantial responsibility, or in which Employee worked on Bank projects, while employed by the Bank; and (iii) any city, metropolitan area, county, or state in which the Bank is located or does or, during Employee’s employment with the Bank, did business. 6.3.2 Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of not more than five percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section 6.3.

Competitive Business Activities. Employee agrees that during the Term period of this Agreement Employee’s employment with the Company Group and for a period of time ending on the date occurring one (1) year after the later of the date his Employee’s employment terminates and/or this Agreement terminates (irrespective of the circumstances of such termination, provided however, that if the termination is by the Bank without Cause or by notice of non-renewal and is not within the period commencing with the execution of a definitive agreement providing for a Change in Control and extending to eighteen months following the date on which a Change in Control occurs, then Section 6.3 (i)(a) and (ii) shall not apply), Employee will not engage in the following activities without the written consent of the Banknot: (ia) on Employee’s own or another’s behalf, whether as an officer, director, manager, stockholder, partner, member, associate, owner, employee, consultant consultant, or otherwiseotherwise do any of the following or provide material assistance to any other party or entity to do so: (ai) compete with the Bank engage in the BankBusiness with respect to medicines or programs with which Employee was materially involved on behalf of the Company Group during Employee’s Businessemployment or with respect to which Employee obtained Confidential Information during Employee’s employment; (bii) solicit or do business which is the same, similar to or otherwise in competition with the Bank’s Business, from or with persons or entities: (1a) who are clients, customers or collaborative partners of the BankCompany Group; (2b) who with whom or which Employee or someone for whom he Employee was responsible solicited, negotiated, contracted, serviced or had material contact with on the BankCompany Group’s behalf; (c) with respect to whom or which Employee obtained Confidential Information during and as a consequence of Employee’s employment by the Company Group; or (3d) who were clients, customers or collaborative partners of the Bank Company at any time during the last year of Employee’s employment with the BankCompany Group; ornor shall Employee request, induce, or solicit such persons or entities to curtail or cancel their business with the Company Group; (ciii) offer employment to to, hire or otherwise solicit for employment any employee or other person who had been employed or retained by the Bank Company Group during the last year of Employee’s employment with the Bank; (ii) be Company Group and with whom Employee had material contacts during the course of Employee’s employment; nor shall Employee request, induce, or solicit any employee or independent contractor of the Company Group who had been employed or retained in (i) an executive management capacity, (ii) other management capacity providing by the same Company Group during the last year of Employee’s employment with the Company Group and with whom Employee had material contacts during the course of Employee’s employment to terminate his or similar services which Employee provided to her employment or independent contractor relationship with the Bank, or (iii) any capacity connected with competitive business activities, by any person or entity that engages in the same, similar or otherwise competitive business as the Bank’s BusinessCompany Group; or (iiib) directly or indirectly take any action, which is materially detrimental, or otherwise intended to be adverse to the BankCompany Group’s goodwill, name, business relations, prospects and operations. 6.3.1 (c) The restrictions set forth in clauses (i)(aSection 2(a)(i) and (ii) of this Section 6.3 shall apply to the following separate and distinct geographical areas: (i) within a 60-mile radius of the location of the Bank’s headquarters during Employee’s employment with the Bankworld; (ii) any city, metropolitan area, county, or state in which Employee’s substantial services were provided, or for which Employee had substantial responsibility, or in which Employee worked on Bank projects, while employed by the Bank; and North America (iii) any city, metropolitan area, county, or state in which the Bank is located or does or, during Employee’s employment with the Bank, did business. 6.3.2 Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of not more than five percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-Europe; (iv) the-counter market shall not violate this Section 6.3.

Competitive Business Activities. Employee agrees that during the Term of this Agreement and for a period of time ending on the date occurring one (1) year after the later of the date his employment terminates and/or this Agreement terminates (irrespective of the circumstances of such termination, provided however, that if ) (the termination is by the Bank without Cause or by notice of non“Non-renewal and is not within the period commencing with the execution of a definitive agreement providing for a Change in Control and extending to eighteen months following the date on which a Change in Control occurs, then Section 6.3 (i)(a) and (ii) shall not applyCompetition Period”), Employee will not engage in the following activities without the written consent of the Bankactivities: (ia) on Employee’s own or another’s behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (ai) compete with the Bank in the Bank’s Business; (bii) solicit or do business which is the same, similar to or otherwise in competition with the Bank’s Business, from or with persons or entities: (1a) who are customers of the Bank; (2b) who Employee or someone for whom he was responsible solicited, negotiated, contracted, serviced or had contact with on the Bank’s behalf; or (3c) who were customers of the Bank at any time during the last year of Employee’s employment with the Bank; or (ciii) offer employment to or otherwise solicit for employment any employee or other person who had been employed by the Bank during the last year of Employee’s employment with the Bank; (iib) be employed (or retained otherwise engaged) in (i) an executive a management capacity, (ii) other management capacity providing the same or similar services which Employee provided to the Bank, or (iii) any capacity connected with competitive business activities, by any person or entity that engages in the same, similar or otherwise competitive business as the Bank’s Business; or (iiic) directly or indirectly take any action, which is materially detrimental, or otherwise intended to be adverse to the Bank’s goodwill, name, business relations, prospects and operations. 6.3.1 The restrictions set forth in clauses (i)(aSection 6.3(a)(i) and (ii) of this Section 6.3 shall apply to the following geographical areas: (i) within a 60-mile radius of the location of the Bank’s headquarters during Employee’s employment with the Bank; (ii) any city, metropolitan area, county, or state in which Employee’s substantial services were provided, or for which Employee had substantial responsibility, or in which Employee worked on Bank Company projects, while employed by the Bank; and (iii) any city, metropolitan area, county, or state in which the Bank is located or does or, during Employee’s employment with the BankCompany, did business. 6.3.2 Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of not more than five one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section 6.3.

Competitive Business Activities. Employee agrees that during the Term of this Agreement and for a period of time ending on the date occurring one (1) year after the later of the date his employment terminates and/or this Agreement terminates (irrespective of the circumstances of such termination, provided however, that if ) (the termination is by the Bank without Cause or by notice of non“Non-renewal and is not within the period commencing with the execution of a definitive agreement providing for a Change in Control and extending to eighteen months following the date on which a Change in Control occurs, then Section 6.3 (i)(a) and (ii) shall not applyCompetition Period”), Employee will not engage in the following activities without the written consent of the Bankactivities: (ia) on Employee’s own or another’s behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise: (ai) compete with the Bank Company in the BankCompany’s Business; (bii) solicit or do business which is the same, similar to or otherwise in competition with the BankCompany’s Business, from or with persons or entities: (1a) who are customers of the BankCompany; (2b) who Employee or someone for whom he was responsible solicited, negotiated, contracted, serviced or had contact with on the BankCompany’s behalf; or (3c) who were customers of the Bank Company at any time during the last year of Employee’s employment with the BankCompany; or (ciii) offer employment to or otherwise solicit for employment any employee or other person who had been employed by the Bank Company during the last year of Employee’s employment with the BankCompany; (iib) be employed (or retained otherwise engaged) in (i) an executive a management capacity, (ii) other management capacity providing the same or similar services which Employee provided to the BankCompany, or (iii) any capacity connected with competitive business activities, by any person or entity that engages in the same, similar or otherwise competitive business as the BankCompany’s Business; or (iiic) directly or indirectly take any action, which is materially detrimental, or otherwise intended to be adverse to the BankCompany’s goodwill, name, business relations, prospects and operations. 6.3.1 The restrictions set forth in clauses (i)(aSection 6.3(a)(i) and (ii) of this Section 6.3 shall apply to the following geographical areas: (i) within a 60-mile radius of the location of the BankCompany’s headquarters during Employee’s employment with the BankCompany; (ii) any city, metropolitan area, county, or state in which Employee’s substantial services were provided, or for which Employee had substantial responsibility, or in which Employee worked on Bank Company projects, while employed by the BankCompany; and (iii) any city, metropolitan area, county, or state in which the Bank Company is located or does or, during Employee’s employment with the BankCompany, did business. 6.3.2 Notwithstanding the foregoing, Employee’s ownership, directly or indirectly, of not more than five one percent of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section 6.3.