Common use of Confidential Information; Noncompetition; Nonsolicitation Clause in Contracts

Confidential Information; Noncompetition; Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company and Parent all secret or confidential information, knowledge or data relating to the Company, Parent or any of their affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company, Parent or any of their affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, Parent or any of their affiliated companies, the Executive shall not, without the prior written consent of Parent or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company, Parent or any of their affiliated companies and those designated by them. (b) The Executive agrees that until the earlier of (i) the fourth anniversary of the Effective Date and (ii) the first anniversary of the Executive's termination of employment for any reason (the "Restricted Period"), the Executive will not, without the written consent of Parent, engage in any business of, or enter the employ of, or have any interest in, directly or indirectly, any other person, firm, corporation or other entity engaged in a business that competes with, or provides services and/or products of a nature substantially similar to those provided by, the Company, Parent or their affiliates, with an office or facility in any geographic area in which the Company, Parent or their affiliates do business. Nothing herein shall restrict the Executive from owning 1% or less of the outstanding securities of any corporation or other entity whose securities are listed on any national securities exchange or traded over-the-counter, if the Executive has no other connection or relationship with the issuer of such securities. (c) During the Restricted Period, the Executive will not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment or employ by other than the Company or Parent any person who, at any time during the six-month period immediately preceding the date of such solicitation, was an employee of the Company, Parent or any of their affiliates. (d) The Executive acknowledges and agrees that due to the nature of the business in which the Company, Parent and their affiliates are engaged and because of the nature of the confidential information to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company or Parent in the event the Executive breached any of the covenants of this Section 7 and that remedies at law (such as monetary damages) for any breach of the Executive's obligations under this Section 7 would be inadequate. The Executive therefore agrees and consents that, if the Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach, the Company and Parent shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction. With respect to any provision of this Section 7 finally determined by a court of competent jurisdiction to be unenforceable, the Executive, the Company and Parent hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court's determination. (e) The provisions of this Section 7 shall remain in full force and effect until the expiration of the period specified therein, notwithstanding the earlier termination of the Executive's employment hereunder, the Employment Period or this Agreement, provided that the Effective Date has occurred.

Confidential Information; Noncompetition; Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company and Parent KeyCorp all secret or confidential information, knowledge or data relating to the Company, Parent KeyCorp or any of their its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company, Parent KeyCorp or any of their its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, Parent or any of their affiliated companiesKeyCorp, the Executive shall not, without the prior written consent of Parent KeyCorp or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company, Parent or any of their affiliated companies KeyCorp and those designated by themit or to an attorney retained by the Executive. (b) The Executive agrees that until the earlier While employed by Capital Partners Group or any of (i) the fourth anniversary of the Effective Date its affiliates and (ii) the first anniversary of for two years after the Executive's termination of employment by the Company for any reason Cause or by the Executive without Good Reason (but in no event for more than two years following the "Restricted expiration of the Employment Period"), the Executive will not, without the written consent of Parent, engage in any business of, or enter the employ of, or have any interest inKeyCorp, directly or indirectly, be connected as an officer, employee, partner, director or otherwise with any other person, firm, corporation or other entity engaged in business which engages within a business that competes with, or provides services and/or products 50-mile radius of a nature substantially similar to those provided by, the Company, Parent or their affiliates, with an office or facility in any geographic area in which Capital Partners Group conducted business during the Company12-month period immediately preceding the Executive's Date of Termination, Parent or their affiliates do business. Nothing herein shall restrict in any business that competes, at the time such engagement is commenced, with any business actively conducted by Capital Partners Group in such area and that is of the type of business activity in which the Executive from owning 1% was directly engaged on behalf of Capital Partners Group during the 12-month period immediately preceding the Date of Termination or less of the outstanding securities of any corporation or other entity whose securities are listed on any national securities exchange or traded over-the-counter, if business with respect to which the Executive has no other connection or relationship with confidential information. Ownership, for personal investment purposes only, of less than 5% of the issuer voting stock of such securitiesany publicly held corporation shall not constitute a violation hereof. (c) During While employed by KeyCorp or any of its affiliates and for two years after the Restricted earlier of the Date of Termination and the expiration of the Employment Period, the Executive will not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment or employ by other than KeyCorp any person employed by KeyCorp or its affiliates. (d) While employed by the Company or Parent any person whoof its affiliates and for two years after the earlier of (i) the Executive's termination of employment by the Company for Cause or by the Executive without Good Reason and (ii) the expiration of the Employment Period, at the Executive will not, directly or indirectly, on behalf of the Executive or any time other person, solicit any customer or client who was a customer or client of Capital Partners Group during the six12-month period immediately preceding the date Date of Termination, for the purpose of providing such solicitationcustomer or client with services that are directly competitive with the services provided by the Capital Partners Group, provided that under no circumstances may the Executive solicit any customer or client for the purpose of providing services relating to business that was an employee under discussion prior to the Date of the Company, Parent or any of their affiliatesTermination. (de) The Executive acknowledges and agrees that due to the nature of the business in which the Company, Parent and their affiliates are engaged and because of the nature of the confidential information to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company or Parent in In the event the Executive breached any of the covenants a breach or threatened breach of this Section 7 and that remedies at law (such as monetary damages) for any breach of the Executive's obligations under this Section 7 would be inadequate. The Executive therefore agrees and consents that7, if the Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach, agrees that the Company and Parent KeyCorp shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available entitled to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction. With respect to any provision of this Section 7 finally determined by in a court of competent jurisdiction to be unenforceable, the Executive, the Company and Parent hereby agree that remedy any such court shall have jurisdiction to reform this Agreement breach or any provision hereof so that it is enforceable to the maximum extent permitted by lawthreatened breach, and the parties agree to abide by such court's determinationExecutive acknowledges that damages would be inadequate and insufficient. (ef) The provisions of this Section 7 7(b), (c) and (d) shall remain in full force and effect until the expiration of the period specified therein, herein notwithstanding the earlier termination of the Executive's employment hereunder, the Employment Period or this Agreement, provided that the Effective Date has occurred.

Confidential Information; Noncompetition; Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company and Parent all secret or confidential information, knowledge or data relating to the Company, Parent or any of their affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company, Parent or any of their affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, Parent or any of their affiliated companies, the Executive shall not, without the prior written consent of Parent or as may otherwise be required by law or legal process, communicate or divulge any such informationin formation, knowledge or data to anyone other than the Company, Parent or any of their affiliated companies and those designated by them. (b) The Executive agrees that until the earlier of (i) the fourth anniversary of the Effective Date and (ii) the first anniversary of the Executive's termination of employment for any reason (the "Restricted Period"), the Executive will not, without the written consent of Parent, engage in any business of, or enter the employ of, or have any interest in, directly or indirectly, any other person, firm, corporation or other entity engaged in a business that competes with, or provides services and/or products of a nature substantially similar to those provided by, the Company, Parent or their affiliates, with an office or facility in any geographic area in which the Company, Parent or their affiliates do business. Nothing herein shall restrict the Executive from owning 1% or less of the outstanding securities of any corporation or other entity whose securities are listed on any national securities exchange or traded over-the-counter, if the Executive has no other connection or relationship with the issuer of such securities. (c) During the Restricted Period, the Executive will not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment or employ by other than the Company or Parent any person who, at any time during the six-month period immediately preceding the date of such solicitation, was an employee of the Company, Parent or any of their affiliates. (d) The Executive acknowledges and agrees that due to the nature of the business in which the Company, Parent and their affiliates are engaged and because of the nature of the confidential information to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company or Parent in the event the Executive breached any of the covenants of this Section 7 and that remedies at law (such as monetary damages) for any breach of the Executive's obligations under this Section 7 would be inadequate. The Executive therefore agrees and consents that, if the Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach, the Company and Parent shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction. With respect to any provision of this Section 7 finally determined by a court of competent jurisdiction to be unenforceable, the Executive, the Company and Parent hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court's determination. (e) The provisions of this Section 7 shall remain in full force and effect until the expiration of the period specified therein, notwithstanding the earlier termination of the Executive's employment hereunder, the Employment Period or this Agreement, provided that the Effective Date has occurred.

Confidential Information; Noncompetition; Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company and Parent its affiliates all secret or confidential information, knowledge or data relating to the Company, Parent Company or any of their affiliated companiesits affiliates or RBC or any of its affiliates, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company, Parent Company or any of their affiliated companies its affiliates and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, Parent or any of their affiliated companies, the Executive shall not, without the prior written consent of Parent the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company, Parent or any of their affiliated companies Company and those designated by themit. (b) The Executive agrees that until that, commencing as of the earlier date hereof, during the actual term of (i) Executive's employment hereunder and for a period of the fourth anniversary later of three years from the Effective Date and (ii) or one year following the first anniversary Date of the Executive's termination of employment for any reason Termination (the "Restricted Protected Period"), other than as a result of a termination by the Company without Cause or by the Executive for Good Reason, the Executive will not, without the written consent of Parentthe Company, engage in any business of, or enter the employ of, as a consultant or an employee, or have any interest in, directly or indirectly, any other person, firm, corporation or other entity engaged in any business conducted by the Company as of the date hereof (a business that competes with, or provides services and/or products of a nature substantially similar to those provided by, the Company, Parent or their affiliates, with an office or facility in any geographic area in which the Company, Parent or their affiliates do business"Competing Business"). Nothing herein shall restrict the Executive from owning 1(i) being the beneficial owner of 2% or less of the outstanding securities of any corporation or other entity whose securities are listed on any national securities exchange or traded over-the-counter, if the Executive has no other connection or relationship with the issuer of such securities, (ii) making personal investments, so long as the investment vehicle is not a Competing Business or (iii) if the Executive is no longer employed by the Company or its affiliates, engaging in any capacity in the private equity business or asset management business. (c) During the Restricted Protected Period, the Executive will agrees not to hire, directly or indirectly solicit for employment, or entice or encourage to leave employment with the Company or its affiliates, any person employed by the Company at the time of the Executive's termination of employment. During the Protected Period, other than following a termination of the Executive by the Company without Cause or by the Executive for Good Reason, the Executive shall not, directly or indirectly, on behalf of the Executive or indirectly through any other personperson or entity, solicit for employment solicit, entice, persuade or employ by induce any person or entity which is then, or has been within the twelve months preceding the Date of Termination, a client, customer, or other than person or entity having a material business relationship with the Company or Parent any person whoits affiliates to terminate, at any time during reduce, disrupt or otherwise alter adversely its business relationship with the six-month period immediately preceding the date of such solicitation, was an employee of the Company, Parent Company or any of their its affiliates. (d) The In the event of a breach or threatened breach of this Section 9, the Executive acknowledges and agrees that due to the nature of the business in which the Company, Parent and RBC or their respective affiliates are engaged and because of the nature of the confidential information shall be entitled to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company or Parent in the event the Executive breached any of the covenants of this Section 7 and that remedies at law (such as monetary damages) for any breach of the Executive's obligations under this Section 7 would be inadequate. The Executive therefore agrees and consents that, if the Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach, the Company and Parent shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from in a court of competent appropriate jurisdiction. With respect , or by an arbitration panel, to remedy any provision of this Section 7 finally determined by a court of competent jurisdiction to be unenforceable, the Executive, the Company and Parent hereby agree that such court shall have jurisdiction to reform this Agreement breach or any provision hereof so that it is enforceable to the maximum extent permitted by lawthreatened breach, and the parties agree to abide by such court's determinationExecutive acknowledges that damages would be inadequate and insufficient. (e) The provisions of this Section 7 shall remain in full force and effect until the expiration of the period specified therein, notwithstanding the earlier Any termination of the Executive's employment hereunder, or of this Agreement shall have no effect on the Employment Period or continuing operation of this Agreement, provided that the Effective Date has occurredSection 9.

Confidential Information; Noncompetition; Nonsolicitation. (a) The In consideration for the severance benefits and supplemental pension benefits set forth in Paragraph 2 above, Executive agrees as follows: a. Executive shall hold in a fiduciary capacity for the benefit of the Company and Parent all secret or confidential information, knowledge or data relating to the Company, Parent Company or any of their its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company, Parent Company or any of their its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, Parent or any of their affiliated companies, the Executive shall not, without the prior written consent of Parent the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company, Parent or any of their affiliated companies Company and those designated by themit. (b) The Executive agrees that until b. For eighteen months after the earlier Date of (i) the fourth anniversary of the Effective Date and (ii) the first anniversary of the Executive's termination of employment for any reason (the "Restricted Period")Termination, the Executive will notnot directly or indirectly, without own, manage, operate, control or participate in the written consent ownership, management, operation or control of Parentor be connected as an officer, engage in any business ofemployee, partner, director, consultant or enter the employ ofotherwise with, or have any financial interest in, directly or indirectly, any other person, firm, corporation or other entity business engaged in a the financial services business that competes with, or provides services and/or products of a nature substantially similar to those provided by, in the Company, Parent or their affiliates, with an office or facility in any geographic area states in which the Company, Parent Company or their affiliates do businessits Affiliates operate a commercial banking or other financial services business which is in material competition with the business conducted by the Company or its Affiliates. Nothing herein shall restrict Ownership for personal investment purposes only of less than 2% of the Executive from owning 1% voting stock of any publicly held corporation or less than 10% of the outstanding securities of capital and/or profits interest in any corporation or other entity whose securities are listed on any national securities exchange or traded over-the-counter, if the Executive has no other connection or relationship with the issuer of such securitiesshall not constitute a violation hereof. (c) During c. For eighteen months after the Restricted PeriodDate of Termination, the Executive will not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment or employ any person employed by other than the Company or Parent any person who, at any time during the six-month period immediately preceding its Affiliates as of the date of such solicitation, was an employee of hereof or known by the Company, Parent Executive at the time to be employed by the Company or any of their affiliatesits Affiliates. (di) The Executive acknowledges and agrees that due the restrictions contained in this Paragraph 9 are reasonable and necessary to protect and preserve the nature legitimate interests, properties, goodwill and business of the business in which the Company, Parent that the Company would not have entered into this Agreement in the absence of such restrictions and their affiliates are engaged and because that irreparable injury will be suffered by the Company should Executive breach any of the nature provisions of this Paragraph. Executive represents and acknowledges that Executive has been advised by the Company to consult Executive's own legal counsel in respect of this Agreement; Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive's counsel, and the provisions of this Paragraph 9 are reasonable and these restrictions do not prevent Executive from earning a reasonable livelihood. (ii) Executive further acknowledges and agrees that a breach of any of the confidential information restrictions in this Paragraph 9 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as provable damages and an equitable accounting of all earnings, profits and other benefits arising from any violation of this Paragraph 9, which rights shall be cumulative and in addition to any other rights or remedies to which the Executive has access, it would Company may be impractical and excessively difficult to determine the actual damages of the Company or Parent in entitled. In the event the Executive breached that any of the covenants provisions of this Section 7 Paragraph 9 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that remedies at law (such as monetary damages) for any breach of the Executive's obligations under this Section 7 would provision otherwise be inadequate. The Executive therefore agrees and consents that, if the Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach, the Company and Parent shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction. With respect to any provision of this Section 7 finally determined by a court of competent jurisdiction to be unenforceable, the Executive, the Company and Parent hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable enforced to the maximum extent permitted by law, and the parties agree to abide by such court's determination. (eiii) The Executive irrevocably and unconditionally agrees that any suit, action or other legal proceeding arising out of this Paragraph 9, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief and other equitable relief, may be brought in the United States District Court for the Northern District of Illinois or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Chicago, Illinois; consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of this Section 7 shall remain in full force and effect until the expiration of the period specified therein, notwithstanding the earlier termination of the Executive's employment hereunder, the Employment Period or this Agreement, provided that the Effective Date has occurredParagraph 9.

Confidential Information; Noncompetition; Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company and Parent KeyCorp all secret or confidential information, knowledge or data relating to the Company, Parent KeyCorp or any of their its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company, Parent KeyCorp or any of their its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, Parent or any of their affiliated companiesCapital Partners Group, the Executive shall not, without the prior written consent of Parent KeyCorp or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company, Parent or any of their affiliated companies KeyCorp and those designated by themit or to an attorney retained by the Executive. (b) The Executive agrees that until the earlier While employed by Capital Partners Group or any of (i) the fourth anniversary of the Effective Date its affiliates and (ii) the first anniversary of for two years after the Executive's termination of employment by the Company for any reason Cause or by the Executive without Good Reason (but in no event for more than two years following the "Restricted expiration of the Employment Period"), the Executive will not, without the written consent of Parent, engage in any business of, or enter the employ of, or have any interest inKeyCorp, directly or indirectly, be connected as an officer, employee, partner, director or otherwise with any other person, firm, corporation or other entity engaged in business which engages within a business that competes with, or provides services and/or products 50-mile radius of a nature substantially similar to those provided by, the Company, Parent or their affiliates, with an office or facility in any geographic area in which Capital Partners Group conducted business during the Company12-month period immediately preceding the Executive's Date of Termination, Parent or their affiliates do business. Nothing herein shall restrict in any business that competes, at the time such engagement is commenced, with any business actively conducted by Capital Parnters Group in such area and that is of the type of business activity in which the Executive from owning 1% was directly engaged on behalf of Capital Partners Group during the 12-month period immediately preceding the Date of Termination or less of the outstanding securities of any corporation or other entity whose securities are listed on any national securities exchange or traded over-the-counter, if business with respect to which the Executive has no other connection or relationship with confidential information. Ownership, for personal investment purposes only, of less than 5% of the issuer voting stock of such securitiesany publicly held corporation shall not constitute a violation hereof. (c) During While employed by KeyCorp or any of its affiliates and for two years after the Restricted earlier of the Date of Termination and the expiration of the Employment Period, the Executive will not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment or employ by other than KeyCorp any person employed by KeyCorp or its affiliates. (d) While employed by the Company or Parent any person whoof its affiliates and for two years after the earlier of (i) the Executive's termination of employment by the Company for Cause or by the Executive without Good Reason and (ii) the expiration of the Employment Period, at the Executive will not, directly or indirectly, on behalf of the Executive or any time other person, solicit any customer or client who was a customer or client of Capital Partners Group during the six12-month period immediately preceding the date Date of Termination, for the purpose of providing such solicitationcustomer or client with services that are directly competitive with the services provided by Capital Partners Group, provided that under no circumstances may the Executive solicit any customer or client for the purpose of providing services relating to business that was an employee under discussion prior to the Date of the Company, Parent or any of their affiliatesTermination. (de) The Executive acknowledges and agrees that due to the nature of the business in which the Company, Parent and their affiliates are engaged and because of the nature of the confidential information to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company or Parent in In the event the Executive breached any of the covenants a breach or threatened breach of this Section 7 and that remedies at law (such as monetary damages) for any breach of the Executive's obligations under this Section 7 would be inadequate. The Executive therefore agrees and consents that7, if the Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach, agrees that the Company and Parent KeyCorp shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available entitled to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction. With respect to any provision of this Section 7 finally determined by in a court of competent jurisdiction to be unenforceable, the Executive, the Company and Parent hereby agree that remedy any such court shall have jurisdiction to reform this Agreement breach or any provision hereof so that it is enforceable to the maximum extent permitted by lawthreatened breach, and the parties agree to abide by such court's determinationExecutive acknowledges that damages would be inadequate and insufficient. (ef) The provisions of this Section 7 7(b), (c) and (d) shall remain in full force and effect until the expiration of the period specified therein, herein notwithstanding the earlier termination of the Executive's employment hereunder, the Employment Period or this Agreement, provided that the Effective Date has occurred.

Confidential Information; Noncompetition; Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company and Parent all secret or confidential information, knowledge or data relating to the Company, Parent Company or any of their its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company, Parent Company or any of their its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, Parent or any of their affiliated companies, the Executive shall not, without the prior written consent of Parent the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company, Parent or any of their affiliated companies Company and those designated by themit. (b) The Executive agrees that until that, during the earlier of (i) the fourth anniversary of the Effective Date and (ii) the first anniversary actual term of the Executive's termination employment hereunder and for a period of three (3) years following the date on which the Executive's employment for any reason (the "Restricted Period")hereunder is actually terminated, the Executive will not, without the written consent of Parentthe Company, engage in any business of, or enter the employ of, or have any interest in, directly or indirectly, any other person, firm, corporation or other entity engaged in a commercial banking or other principal business that competes withof the Company (with the exception of any investment banking, investment management, underwriting or provides services and/or products equity and fixed income trading activities of a nature substantially similar to those provided by, the Company, Parent or their affiliates, ) with an office or of facility in any geographic area state in which the Company, Parent or their affiliates do Company does business. Nothing herein shall restrict the Executive from owning 15% or less of the outstanding securities of any corporation or other entity whose securities are listed on any national securities exchange or traded over-the-counter, if the Executive has no other connection or relationship with the issuer of such securities. (c) During Upon termination of the Restricted PeriodExecutive's employment for any reason whatsoever, the Executive will not, directly for the remainder of the Employment Period, if no termination had occurred (or, if longer, for the three year period following such termination), (i) solicit or indirectlyaid in soliciting as a customer or client of banking or related financial services (including, on behalf without limitation, trust, credit card and investment management services) any person, firm, corporation, association or other entity (A) that was a customer or client of the Company or any affiliate of the Company, and for which the Executive or anyone under the Executive's direct supervision performed any other person, solicit for employment services or employ with which substantial business relations were maintained by other than the Company or Parent any person who, affiliate of the company at any time during the six-month period immediately preceding five years prior to the date termination of such solicitation, was an employee the Employment Period (B) whose identity or particular needs the Executive otherwise discovered as a result of his employment with the Company, Parent or (ii) solicit or aid in soliciting any employees of the Company or any affiliate of the Company to leave their affiliatesemployment. (d) The Executive acknowledges and agrees that due to the nature of the business in which the Company, Parent and their affiliates are engaged and because of the nature of the confidential information to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company or Parent in In the event the Executive breached any of the covenants a breach or threatened breach of this Section 7 and that remedies at law (such as monetary damages) for any breach of the Executive's obligations under this Section 7 would be inadequate. The Executive therefore agrees and consents that9, if the Executive commits any breach agrees that the Company shall be entitled to injunctive relief in a court of a covenant under this Section 7 or threatens appropriate jurisdiction to commit remedy any such breach or threatened breach, the Company Executive acknowledges that damages would be inadequate and Parent shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction. With respect to any provision of this Section 7 finally determined by a court of competent jurisdiction to be unenforceable, the Executive, the Company and Parent hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court's determinationinsufficient. (e) The provisions of this Section 7 shall remain in full force and effect until the expiration of the period specified therein, notwithstanding the earlier Any termination of the Executive's employment hereunder, or of this Agreement shall have no effect on the Employment Period continuing operation of this Section 9. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement, provided that the Effective Date has occurred.

Confidential Information; Noncompetition; Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company and Parent all secret or confidential information, knowledge or data relating to the Company, Parent Company or any of their its affiliated companies, and their respective businessesbusiness, which shall have been obtained by the Executive during the Executive's employment by the Company, Parent Company or any of their its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, Parent or any of their affiliated companies, the Executive shall not, without the prior written consent of Parent the Company or as may otherwise be by required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company, Parent or any of their affiliated companies Company and those designated by themit. (b) The Executive agrees that until the earlier of (i) the fourth anniversary of the Effective Date and (ii) the first anniversary of For two years following the Executive's termination Date of employment for any reason (the "Restricted Period")Termination, the Executive will notagrees not to solicit, without the written consent of Parentinfluence or entice, engage in any business of, or enter the employ of, or have any interest in, either directly or indirectly, any other person, firm, corporation employee or other entity engaged in a business that competes with, or provides services and/or products of a nature substantially similar to those provided by, the Company, Parent or their affiliates, with an office or facility in any geographic area in which the Company, Parent or their affiliates do business. Nothing herein shall restrict the Executive from owning 1% or less consultant of the outstanding securities of any corporation Company or other entity whose securities are listed on any national securities exchange its affiliates to cease his or traded over-the-counter, if the Executive has no other connection or her relationship with the issuer Company or any of such securitiesits affiliates, as the case may be. (c) During the Restricted Period, the Executive will not, directly or indirectly, on behalf of the Executive or any other person, solicit for employment or employ by other than the Company or Parent any person who, at any time during the six-month period immediately preceding the date of such solicitation, was an employee of the Company, Parent or any of their affiliates. (d) The Executive acknowledges and agrees that due to the nature of the business in which the Company, Parent and their affiliates are engaged and because of the nature of the confidential information to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company or Parent in In the event the Executive breached any of the covenants of this Section 7 and that remedies at law (such as monetary damages) for any breach of the Executive's obligations under this Section 7 would be inadequate. The Executive therefore agrees and consents that, if the Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach, the Company and Parent shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction. With respect to any provision of this Section 7 finally determined by a court of competent jurisdiction to be unenforceable, the Executive, the Company and Parent hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court's determination. (e) The provisions of this Section 7 shall remain in full force and effect until the expiration of the period specified therein, notwithstanding the earlier termination of the Executive's employment hereunderby the Company for Cause or by the Executive without Good Reason, until the second anniversary of the Executive's Date of Termination, the Employment Period Executive will not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director or otherwise with, or have any financial interest in, any business which is in competition with the Company or any of its affiliates in any geographic area where such business is being conducted during such period. Ownership, for personal investment purposes only of not in excess of 2% of the voting stock of any publicly held corporation shall not constitute a violation hereof. (d) Executive acknowledges that the provisions of this Section 7 are essential to the Company, that the Company would not enter into this Agreement if it did not include this Section 7 and that damages sustained by the Company as a result of a breach of this Section 7 cannot be adequately remedied by damages, and Executive agrees that the Company, notwithstanding any other provision of this Agreement, provided that the Effective Date has occurredand in addition to any other remedy it may have under this Agreement or at law, shall be entitled to injunctive and other equitable relief to prevent or curtail any breach of any provision of this Agreement, including, without limitation, this Section 7.

Confidential Information; Noncompetition; Nonsolicitation. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company and Parent all secret or confidential information, knowledge or data relating to the Company, Parent Company or any of their its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company, Parent Company or any of their its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, Parent or any of their affiliated companies, the Executive shall not, without the prior written consent of Parent the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company, Parent or any of their affiliated companies Company and those designated by themit. (b) The Executive agrees that until that, during the earlier actual term of (i) the fourth anniversary of the Effective Date and (ii) the first anniversary of the Executive's termination employment hereunder and during the Consulting Period and for a period of one year following the date on which Executive's employment for any reason or consulting relationship hereunder is actually terminated (the "Restricted Protected Period"), the Executive will not, without the written consent of Parentthe Company, engage in any business of, or enter the employ of, or have any interest in, directly or indirectly, any other person, firm, corporation or other entity engaged in a any business that competes with, or provides services and/or products of a nature substantially similar to those provided by, the Company, Parent or their affiliates, with an office or facility in any geographic area in which the Company, Parent or their affiliates do business. Nothing herein shall restrict the Executive from owning 12% or less of the outstanding securities of any corporation or other entity whose securities are listed on any national securities exchange or traded over-the-counter, if the Executive has no other connection or relationship with the issuer of such securities. During the Protected Period, the Executive agrees not directly or indirectly to solicit for employment any person employed by the Company or its affiliates or solicit or interfere with the relationship between the Company or its affiliates and any client or customer of the Company or its affiliates at the time of his termination of employment or consulting relationship or six months prior thereto. (c) During In the Restricted Periodevent of a breach or threatened breach of this Section 9, the Executive will notagrees that the Company shall be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, directly or indirectly, on behalf of the Executive or any other person, solicit for employment or employ by other than the Company or Parent any person who, at any time during the six-month period immediately preceding the date of such solicitation, was an employee of the Company, Parent or any of their affiliatesacknowledges that damages would be inadequate and insufficient. (d) The Executive acknowledges and agrees that due to the nature of the business in which the Company, Parent and their affiliates are engaged and because of the nature of the confidential information to which the Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company or Parent in the event the Executive breached any of the covenants of this Section 7 and that remedies at law (such as monetary damages) for any breach of the Executive's obligations under this Section 7 would be inadequate. The Executive therefore agrees and consents that, if the Executive commits any breach of a covenant under this Section 7 or threatens to commit any such breach, the Company and Parent shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction. With respect to any provision of this Section 7 finally determined by a court of competent jurisdiction to be unenforceable, the Executive, the Company and Parent hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court's determination. (e) The provisions of this Section 7 shall remain in full force and effect until the expiration of the period specified therein, notwithstanding the earlier Any termination of the Executive's employment hereunder, or of this Agreement shall have no effect on the Employment Period or continuing operation of this Agreement, provided that the Effective Date has occurredSection 9.