Common use of Confidentiality and Non-Competition Clause in Contracts

Confidentiality and Non-Competition. (a) The Executive acknowledges that he has had or will have unlimited access to confidential information and business methods relating to the Company's business and operations and that the Company would be irreparably injured and the goodwill of the Company would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreements, the Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to in competition with, or in a manner harmful to the interests of, the Company, any confidential information (written or oral) respecting any material aspect of the Company's business, excepting only use of such data or information as is (i) at the time disclosed, through no act or failure to act on the part of the Executive, generally known or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the Company. (c) During the Term of Employment and the Non-Competition Period, the Executive will not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texas, directly or indirectly, whether as an individual on the Executive's own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the business of the Company or any of the Company's subsidiaries (collectively, "Subsidiaries"), as such business is conducted on the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the Company, in any capacity, including as a consultant; (ii) directly or indirectly solicit, encourage or induce any person who is a present or future employee, officer, agent, affiliate or customer of the Company or any Subsidiary to terminate or materially alter such person's relationship with the Company or such Subsidiary; (iii) induce any supplier of the Company or any Subsidiary, to refuse to do business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may be; or (iv) engage in disparagement (which will not include the providing of accurate information without invidious intent) of the Company or any Subsidiary by any means to any person.

Confidentiality and Non-Competition. 10.1. The Employee agrees (ai) The Executive acknowledges that he has had or will have unlimited access shall not, as long as he is employed by the Corporation and for a period of ten (10) years thereafter, disclose and/or reveal in any manner whatsoever and to whomever, confidential information obtained during his employment on and about the business methods relating to the Company's business and operations and that the Company would be irreparably injured and the goodwill of the Company would be irreparably damaged if Corporation and its affiliated companies, (ii) to maintain the Executive were confidentiality of this information and to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with prevent any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-inopportune disclosure agreements, the Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to, information regarding the financial situation of the Corporation and its affiliated companies, their operations and their projects of operation, and undertakes not to in competition withuse for his own benefit or for purposes other than those of the Corporation and its affiliated companies, or in a manner harmful to the interests of, detriment of the CompanyCorporation and its affiliated companies, any information thus obtained. The disclosure of confidential information (written or oral) respecting any material aspect shall be restricted to the officers, directors and shareholders and, on a need to know basis, employees, agents and professional advisors of the Company's business, excepting only use Corporation and of such data or its affiliated companies. Any confidentiality undertaking made under this subsection shall continue to be in full force after the termination of this Agreement. The confidentiality undertakings provided in this section shall not apply to information as is (that: i) at is already known to the time disclosedEmployee without having been obtained from the Corporation or its affiliated companies, through no act directly or failure to act on the part of the Executiveindirectly, generally known or available; (ii) furnished was in the public domain before its disclosure to the Executive by a third party as a matter of right and without restriction on disclosure; or (Employee, iii) becomes in the public domain after its disclosure to the Employee without breach of any obligation under this Agreement, and iv) is required to be disclosed by court operation of law or a judicial order. Upon termination of the Term of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the Company. 10.2. The Employee agrees, for so long as he is employed by the Corporation and, until the expiry of a period of twelve (c12) During the Term of Employment and the Non-Competition Periodmonths thereafter, the Executive will not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texasthat he shall not, directly or indirectly, alone or through a company, or jointly with any person, firm, corporation, partnership, company or other business organization whether as an individual on the Executive's own account, principal or as a shareholderagent, mandater, mandatory, officer, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, shareholder or in any other manner except for the benefit and in the interests of any person, firm the Corporation or organization or otherwiseits affiliated companies: (i) own, manage, control 10.2.1. encourage or participate in attempt to bring any person employed by the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the business of the Company Corporation or any of its affiliated companies to leave his employment with the Company's subsidiaries Corporation or its affiliated companies or hire, directly or indirectly, any such employees; and 10.2.2. be involved in or carry on a business engaged in, involved in or interested in BioAmber US’ and/or the Corporation’s (collectivelyand/or their affiliates) current or future sectors of activities, "Subsidiaries"being currently related to the development, production and sale of biobased succinic acid and butanediol products, within the territories in which BioAmber US, the Corporation and its affiliates do business; without limiting the preceding, the following entities will be deemed to be involved in BioAmber US’ and the Corporation’s sectors of activities for the purposes of the application of this section 10.2: DSM, Roquette, Reverdia, Myriant, Corbion, BASF, Succinity, Genomatica, PTT Group (including PTTMCC BioChem), Mitsubishi Chemical Corporation and GranBio. 10.3. The Employee acknowledges that his failure to respect his undertakings and obligations mentioned in 10.1 and 10.2 would be detrimental to the Corporation so as such business is conducted on to justify, without prejudice to any other recourse of the applicable date during Corporation, an injunction and a seizure before judgment, all recourses of the Term Corporation being cumulative and non-alternative. 10.4. The Employee acknowledges and agrees that all the restrictions contained in 10.1 and 10.2 are reasonable and valid, in particular in respect of Employmenttheir duration, or their scope and the persons they affect, and that these restrictions are essential in order to allow the Corporation and its affiliated companies to adequately protect their position in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the Company, field in any capacity, including as a consultant; (ii) directly or indirectly solicit, encourage or induce any person who is a present or future employee, officer, agent, affiliate or customer of the Company or any Subsidiary to terminate or materially alter such person's relationship with the Company or such Subsidiary; (iii) induce any supplier of the Company or any Subsidiary, to refuse to do which they carry on business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may be; or (iv) engage in disparagement (which will not include the providing of accurate information without invidious intent) of the Company or any Subsidiary by any means to any personand operate.

Confidentiality and Non-Competition. (a) The Executive acknowledges that he has had or will have unlimited access to confidential information and business methods relating to the Company's and Newco's business and operations and that the Company and Newco would be irreparably injured and the goodwill of the Company and Newco would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreements, the Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to in competition with, or in a manner harmful to the interests of, the CompanyCompany or Newco, any confidential information (written or oral) respecting any material aspect of the Company's or Newco's business, excepting only use of such data or information as is (i) at the time disclosed, through no act or failure to act on the part of the Executive, generally known or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the CompanyCompany or Newco. (c) During the Term of Employment and continuing until the earlier of the termination of the Non-Competition PeriodPeriod or the date on which the Executive terminates his employment with Newco for Good Reason upon a Payment Default, the Executive will not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texas, directly or indirectly, whether as an individual on the Executive's own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the business of the Company or any of the Company's subsidiaries (collectively, "Subsidiaries"), as such business is conducted on the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the CompanyNewco, in any capacity, including as a consultant; (ii) directly or indirectly solicit, encourage or induce any person who is a present or future employee, officer, agent, affiliate or customer of the Company or any Subsidiary to terminate or materially alter such person's relationship with the Company or such Subsidiary; (iii) induce any supplier of the Company or any Subsidiary, to refuse to do business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may be; or (iv) engage in disparagement (which will not include the providing of accurate information without invidious intent) of the Company or any Subsidiary by any means to any person.

Confidentiality and Non-Competition. (a) The Upon cessation of his employment, or as otherwise reasonably requested by Bank or the Holding Company, Executive acknowledges that he has had shall return to the Bank or will have unlimited access to confidential the Holding Company all documents, information and business methods relating to the Company's business and operations and that the Company would be irreparably injured and the goodwill other property of the Company would be irreparably damaged if the Executive were to breach the covenants set forth Bank or of any Affiliate that is in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee his possession or otherwise as set forth herein. (b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreements, the Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be usedcontrol, including but not limited to in competition withdocuments and files (whether paper or electronic); keys, passes and key cards; and computers, portable hard drives, and other office equipment. (b) Executive agrees that he will not disclose, nor will he use for the benefit of himself or any other person, any of the non-public information regarding the business of the Holding Company, Bank or any Affiliate to which he was entrusted with access during his employment, including but not limited to: (a) customer information, including customer lists and other non-public information regarding customers, such as customer contact information; contract terms; customer files; information regarding customer history, needs and preferences; and information designated by customers to be kept confidential; (b) financial information, such as financial plans and forecasts; earnings and other performance figures; cost and profitability information; and pricing; (c) strategies, marketing and other strategic plans; and (d) personnel files and information (collectively, the “Confidential Information”). Confidential Information does not include any information that is, or becomes, in a manner harmful to the interests of, the Company, any confidential information (written or oral) respecting any material aspect of the Company's business, excepting only use of such data or information as is (i) at the time disclosed, public domain through no act disclosure or failure other action (whether direct or indirect) by Executive. The obligations in this paragraph with respect to act on a particular piece of Confidential Information shall remain in effect until that piece of information enters the part public domain through no breach of the Executive, generally known contract or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the Companyduty. (c) During Upon termination of the Term Executive’s employment and payment under Paragraphs 4(b) or due to expiration of Employment this Agreement and subject to payment of two times the Non-Competition Periodprior year’s W2, and for a period of twelve (12) months thereafter, the Executive will agrees not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texas, to directly or indirectly, whether as an individual on indirectly engage in any of the Executive's own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwisefollowing activities: (i) owncompete with the Holding Company, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the business of the Company Bank or any of Affiliate within the Company's subsidiaries (collectively, "Subsidiaries"), as such business is conducted on the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the Company, in any capacity, including as a consultantRestricted Area; (ii) directly work for or indirectly solicitadvise, encourage consult or induce otherwise provide services to, any person entity whose business materially competes, or who is a present planning or future employeepreparing to compete, officerwith the depository, agent, affiliate lending or customer other business activities of the Company Holding Company, Bank or any Subsidiary to terminate or materially alter such person's relationship with Affiliate within the Company or such Subsidiary;Restricted Area. (iii) induce any supplier of the Company provide services, in either a paid or any Subsidiaryunpaid capacity, to refuse any individual, entity or group proposing, planning or preparing to do business with establish a new bank or other financial institution in the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may beRestricted Area; or (iv) engage provide, or assist in disparagement (which will not include the providing of accurate information without invidious intent) of the Company or any Subsidiary by any means provision of, Restricted Services to any personRestricted Customer.

Confidentiality and Non-Competition. All payments to Employee under this Agreement shall be subject to Employee's compliance with the provisions of this Section 8. If Employee fails to comply with such provisions, his right to any future payments under this Agreement shall terminate and Employer's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) The Executive acknowledges Employee covenants and agrees that he has had will not, during the Term of his employment and at any time thereafter, except with the express prior written consent of Employer or will have unlimited access to confidential information and business methods relating pursuant to the Companylawful order of any judicial or administrative agency of government, directly or indirectly, disclose, communicate or divulge to any person, or use for the benefit of any person, any knowledge or information, with respect to the conduct or details of Employer's business and operations and that the Company would which he, acting reasonably, believes or should believe to be irreparably injured of a confidential nature and the goodwill disclosure of the Company which would not to be irreparably damaged if the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the ExecutiveEmployer's association with other business entities, either as an employee or otherwise as set forth hereininterest. (b) During the Term of Employment Employee covenants and thereafteragrees that he will not, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreementshis employment and for a period of one (1) year thereafter, except with the Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to in competition with, or in a manner harmful to the interests of, the Company, any confidential information (express prior written or oral) respecting any material aspect consent of the Company's business, excepting only use of such data or information as is (i) at the time disclosed, through no act or failure to act on the part of the Executive, generally known or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the Company. (c) During the Term of Employment and the Non-Competition Period, the Executive will not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or TexasEmployer, directly or indirectly, whether as an individual on the Executive's own accountemployee, or as a shareholderowner, partner, memberconsultant, joint ventureragent, director, officer, employeeshareholder or in any other capacity, engage in or assist any person to engage in any act or action which he, acting reasonably, believes or should believe would be harmful or inimical to the interests of Employer. (c) Employee covenants and agrees that he will not, during the Term of his employment and for a period of one (1) year thereafter, except with the express prior written consent of Employer, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, creditor and/or agent, employee, officer, director or otherwise), directly or indirectly, for his own account or for the benefit of any person, firm or organization or otherwise: (i) own, manage, control engage or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultantbe connected with any activity in which the Corporation, independent contractor or otherwise withOmega Bank, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in N.A. (the business of the Company "Bank") or any of the Company's their subsidiaries (collectively, "Subsidiaries"), as such business is conducted on the applicable date or affiliates are engaged during the Term term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the CompanyEmployee's employment, in any capacitycounty in which, at any time during Employee's employment with the Corporation, the Bank or their subsidiaries or affiliates or on the Termination Date, a branch, office or other facility of the Corporation, Bank or any of their subsidiaries or affiliates is located, including counties located outside the Commonwealth of Pennsylvania except that the foregoing shall not prohibit Employee from owning as a consultant;shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded. (iid) directly or indirectly solicit, encourage or induce The parties agree that any person who is a present or future employee, officer, agent, affiliate or customer breach by Employee of any of the Company covenants or agreements contained in this Section 8 will result in irreparable injury to Employer for which money damages could not adequately compensate Employer and therefore, in the event of any such breach, Employer shall be entitled (in addition to any other rights and remedies which it may have at law or in equity) to have an injunction issued by any competent court enjoining and restraining Employee and/or any other person involved therein from continuing such breach. The existence of any claim or cause of action that Employee may have against Employer or any Subsidiary other person (other than a claim for Employer's breach of this Agreement for failure to terminate make payments hereunder) shall not constitute a defense or materially alter bar to the enforcement of such person's relationship with covenants. In the Company event of an alleged breach by Employee of any of the covenants or agreements contained in this Section 8, Employer shall continue any and all of the payments due Employee under this Agreement until such Subsidiary;time as a court shall enter a final and non-appealable order finding such a breach; provided, however, that the foregoing shall not preclude a court from ordering Employee to repay such payments made to him for the period after the breach is determined to have occurred or from ordering that payments hereunder be permanently terminated in the event of a material and willful breach. (iiie) induce If any supplier portion of the Company covenants or agreements contained in this Section 8, or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenant(s) or agreement(s) or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any Subsidiarycovenant or agreement in this Section 8 is held unenforceable because of the area covered, the duration thereof, or the scope thereof, then the court making such determination shall have the power to refuse to do business with reduce the Company area and/or duration, and/or limit the scope thereof, and the covenant or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may be; oragreement shall then be enforceable in its reduced form. (ivf) engage in disparagement (which will not For purposes of this Section 8, the term "Employer" shall include the providing Employer, any successor to Employer under Section 9 hereof, and all present and future direct and indirect subsidiaries and affiliates of accurate information without invidious intent) of the Company or any Subsidiary by any means to any personEmployer.

Confidentiality and Non-Competition. (a) The Executive acknowledges that he has had or will have unlimited access Subject to section 18 below, all confidential records, material and information and copies thereof, and all trade secrets (including, without restricting the generality of the foregoing, inventions, discoveries and methods of processing and production), concerning the business methods relating or affairs of the Corporation or any of its affiliates, clients or suppliers (collectively, the “Confidential Information”) obtained by the Executive in the course of his employment shall remain the exclusive and confidential property of the Corporation. For greater certainty, “Confidential Information” will not include: (i) information that is available to the Company's business public or in the public domain, being readily accessible to the public in written publications, at the time of disclosure or use, without breach of this Agreement; (ii) the general skills and operations experience gained by the Executive during the period services are provided to the Corporation; and (iii) information the disclosure of which is required to be made by any law, regulation, governmental authority or court, provided that the Company would be irreparably injured and the goodwill before disclosure is made, notice of the Company would be irreparably damaged if requirement is provided by the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee or otherwise as set forth hereinCorporation. (b) During At all times during and subsequent to the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreementsExecutive's employment, the Executive will shall not disclosedisclose the contents of any Confidential Information to any person or entity or use, disseminatecopy, divulge, discuss, copy transfer or otherwise use or suffer to be used, including but not limited to destroy any Confidential Information other than as necessary in competition with, or in a manner harmful to carrying out the interests of, the Company, any confidential information (written or oral) respecting any material aspect Executive’s duties on behalf of the Company's business, excepting only use of such data or information as is (i) at Corporation without first obtaining the time disclosed, through no act or failure to act on the part consent of the ExecutivePresident and the Board and shall take all reasonable precautions to prevent any inadvertent disclosure, generally known use, copying, transfer or available; (ii) furnished to destruction of any Confidential Information. The Executive shall not, following the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of his employment hereunder for any reason, use the Term contents of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the CompanyConfidential Information for any purpose whatsoever. (c) During Within five days after the Term termination of Employment and the Non-Competition PeriodExecutive’s employment, or of receipt by the Executive of the Corporation’s written request, the Executive will not in promptly deliver to the states Corporation all property of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texas, directly belonging to or indirectly, whether as an individual on administered by the Executive's own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the business of the Company Corporation or any of its affiliates, including without limitation all Confidential Information that is embodied in any physical or ephemeral form, whether in hard copy or on magnetic media, and that is within the Company's subsidiaries (collectively, "Subsidiaries"), as such business is conducted on Executive’s possession or under the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive Executive’s control. After he ceases to be employed by the CompanyCorporation, the Executive shall under no circumstances remove any books, records or documents or copies thereof (whether or not confidential) from the Corporation's office, nor shall the Executive make any copies of any such books, records or documents or copies thereof for use outside the Corporation's office, except as specifically authorised by the President and the Board of Directors of the Corporation. (d) The Executive hereby agrees that he will not at any time during the term of his employment with the Corporation and for a period of six months thereafter interfere with or knowingly initiate contact with any employee or consultant of the Corporation who was an employee or consultant of the Corporation within six months of the termination for the purpose of offering or enticing that employee to leave the Corporation’s employ. (e) Should the Executive become separated from the Corporation, either voluntarily or involuntarily, for a period of twelve months from the date of separation (the “Separation Date”), the Executive shall not use or disclose, directly or indirectly, Confidential Information, to anyone other than other employees of the Corporation and its affiliates except for the sole benefit of the Corporation or as may be required by law. The Executive further agrees that, with respect to such Confidential Information which qualifies as a trade secret, the above-mentioned restrictions or the use or disclosure of such information shall remain in effect for longer than the twelve months after the Separation Date, i.e., for as long as such information qualifies as a trade secret. (f) The foregoing covenants are given by the Executive acknowledging that he has specific knowledge of the affairs of the Corporation. The subject matter of the foregoing covenants is the acquisition, exploration and development of mineral resources properties in the State of Nevada. In the event that any clause or portion of any such covenant should be unenforceable or be declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of the covenants and such unenforceable or invalid portions shall be severable from the remainder of this agreement. Notwithstanding the termination of this Agreement, the Executive’s obligations under this Section 17 are to remain in effect in accordance with the terms set out herein and will exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement or the Executive’s employment (including, without limitation, the Executive’s wrongful dismissal) by the Corporation. The Executive hereby acknowledges and agrees that all restrictions contained in this Agreement are reasonable and valid and all defences to the strict enforcement thereof by the Corporation are hereby waived by him. (g) Without intending to limit the remedies available to the Corporation, the Executive understands and acknowledges that a breach or threatened breach by the Executive of any of the terms of Section 17 hereof could result in the Corporation suffering irreparable harm that is not capable of being calculated and that cannot be fully or adequately compensated by the recovery of damages alone. Accordingly, the Executive agrees that, in addition to any other relief to which the Corporation may become entitled, the Corporation may apply for and will be entitled to injunctive relief, whether interim or permanent, specific performance and other equitable remedies, in any capacitycourt of competent jurisdiction specifically to enforce any such covenants upon the breach or threatened breach of any such provisions, including as a consultant; (ii) directly or indirectly solicit, encourage or induce otherwise specifically to enforce any person who is a present or future employee, officer, agent, affiliate or customer of such covenants and hereby waives all defences to the Company or any Subsidiary to terminate or materially alter such person's relationship with strict enforcement thereof by the Company or such Subsidiary; (iii) induce any supplier of the Company or any Subsidiary, to refuse to do business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may be; or (iv) engage in disparagement (which will not include the providing of accurate information without invidious intent) of the Company or any Subsidiary by any means to any personCorporation.

Confidentiality and Non-Competition. 10.1. The Employee agrees (ai) The Executive acknowledges that he has had or will have unlimited access shall not, as long as he is employed by the Corporation and forever after employment ends, disclose and/or reveal in any manner whatsoever and to whomever, confidential information obtained during his employment on and about the business methods relating to the Company's business and operations and that the Company would be irreparably injured and the goodwill of the Company would be irreparably damaged if Corporation and its affiliated companies, (ii) to maintain the Executive were confidentiality of this information and to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with prevent any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-inopportune disclosure agreements, the Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to, information regarding the financial situation of the Corporation and its affiliated companies, their operations and their projects of operation, and undertakes not to in competition withuse for his own benefit or for purposes other than those of the Corporation and its affiliated companies, or in a manner harmful to the interests of, detriment of the CompanyCorporation and its affiliated companies, any information thus obtained. The disclosure of confidential information (written or oral) respecting any material aspect shall be restricted to the officers, directors and shareholders and, on a need to know basis, employees, agents and professional advisors of the Company's business, excepting only use Corporation and of such data or its affiliated companies. Any confidentiality undertaking made under this subsection shall continue to be in full force after the termination of this Agreement. The confidentiality undertakings provided in this section shall not apply to information as is (that: i) at is already known to the time disclosedEmployee without having been obtained from the Corporation or its affiliated companies, through no act directly or failure to act on the part of the Executiveindirectly, generally known or available; (ii) furnished was in the public domain before its disclosure to the Executive by a third party as a matter of right and without restriction on disclosure; or (Employee, iii) becomes in the public domain after its disclosure to the Employee without breach of any obligation under this Agreement, and iv) is required to be disclosed by court operation of law or a judicial order. Upon termination of the Term of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the Company. 10.2. The Employee agrees, for so long as he is employed by the Corporation and, until the expiry of a period of twelve (c12) During the Term of Employment and the Non-Competition Periodmonths thereafter, the Executive will not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texasthat he shall not, directly or indirectly, alone or through a company, or jointly with any person, firm, corporation, partnership, company or other business organization whether as an individual on the Executive's own account, principal or as a shareholderagent, mandater, mandatory, officer, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, shareholder or in any other manner except for the benefit and in the interests of any person, firm the Corporation or organization or otherwiseits affiliated companies: (i) own, manage, control 10.2.1. encourage or participate in attempt to bring any person employed by the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the business of the Company Corporation or any of its affiliated companies to leave his employment with the Company's subsidiaries Corporation or its affiliated companies; and 10.2.2. be involved in or carry on a business engaged in, involved in or interested in the Corporation’s current or future sectors of activities, being currently related to biobased succinic acid, butanediol or adipic acid and their derivatives, within the territories in which the Corporation does business; without limiting the preceding, the following entities will be deemed to be involved in the Corporation’s sectors of activities for the purposes of the application of this section 10.2: DSM, Roquette, Reverdia, Myriant, Purac, BASF, Genomatica, Draths, Rennovia, Verdesign and Mitsubishi Chemical. 10.3. In the event the Employee terminates this Agreement in accordance with section 9.2 hereof, during the six (collectively6) month notice provided for there, "Subsidiaries")the Corporation may require that the twelve (12) month period mentioned in section 10.2 hereof be increased to twenty four (24) months, in which case the Employee will be entitled to receive, as such business is conducted compensation, a payment of an amount equal to one (1) year base salary at the latest on the applicable date during of termination of his employment. 10.4. The Employee acknowledges that his failure to respect his undertakings and obligations mentioned in 10.1 and 10.2 would be detrimental to the Term Corporation so as to justify, without prejudice to any other recourse of Employmentthe Corporation, or an injunction and a seizure before judgment, all recourses of the Corporation being cumulative and non-alternative. 10.5. The Employee acknowledges and agrees that all the restrictions contained in 10.1 and 10.2 are reasonable and valid, in particular in respect of their duration, their scope and the persons they affect, and that these restrictions are essential in order to allow the Corporation and its affiliated companies to adequately protect their position in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the Company, field in any capacity, including as a consultant; (ii) directly or indirectly solicit, encourage or induce any person who is a present or future employee, officer, agent, affiliate or customer of the Company or any Subsidiary to terminate or materially alter such person's relationship with the Company or such Subsidiary; (iii) induce any supplier of the Company or any Subsidiary, to refuse to do which they carry on business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may be; or (iv) engage in disparagement (which will not include the providing of accurate information without invidious intent) of the Company or any Subsidiary by any means to any personand operate.

Confidentiality and Non-Competition. (a) The Executive acknowledges that he has had or will have unlimited access to the confidential information and business methods relating to the Company's business and operations of the Employer and that the Company those entities would be irreparably injured and the their goodwill of the Company would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's ’s association with other business entities, either as an employee Executive or otherwise as set forth herein. (b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreementsauthority, the Executive will must not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to in competition with, or in a manner harmful to the interests of, the CompanyEmployer, any confidential information (written or oral) respecting any material aspect of the Company's Employer’s business, excepting only use of such data or information as is (i) at the time disclosed, through no act or failure to act on the part of the Executive, generally known or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, the Executive will return to the Company Employer any and all materials in tangible or electronic form containing confidential information belonging to the CompanyEmployer. (c) During the Term of Employment and the Non-Competition Periodfor one (1) year thereafter, the Executive will must not in the states State of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or TexasCalifornia in which the Employer then regularly conducts business, directly or indirectly, whether as an individual on the Executive's ’s own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) ownemploy, manage, control assist in employing or participate otherwise associate in business with any employee or officer of the ownership, management or control ofEmployer that is, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in was during the business twelve-month period immediately prior to the termination of the Company or any of the Company's subsidiaries (collectivelyExecutive’s employment, "Subsidiaries"), as such business is conducted on the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the CompanyEmployer, in any capacity, including as other than an employee or an officer who is a consultantrelative of the Executive by blood or marriage; (ii) directly solicit or indirectly solicitencourage any individual or entity that is, encourage or was during the twelve-month period immediately prior to the termination of Executive’s employment with the Employer for any reason, a customer or vendor of the Employer to terminate or otherwise alter his, her or its relationship with the Employer; provided, however, that notwithstanding anything to the contrary, the parties agree that this Section 10 does not prohibit the Executive from pursuing or establishing a business relationship with any current or former customer or vendor of the Employer where such customer or vendor presents himself, herself or itself to Executive unsolicited by him; (iii) induce any person who is a present or future employee, officer, agent, affiliate or customer of the Company or any Subsidiary Employer to terminate or materially alter such person's relationship with the Company or such Subsidiary; (iii) induce any supplier of the Company or any Subsidiary, to refuse to do business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may berelationship; or (iv) engage in disparagement (which will not include the providing of accurate information without invidious intent) of the Company or any Subsidiary Employer by any means to any person.

Confidentiality and Non-Competition. (a) The Executive acknowledges that he has had covenants and agrees that, so long as the Company complies with its obligations hereunder, she will not, during the Term or will have unlimited access at any time thereafter, except with the express prior written consent of the Company or pursuant to confidential the lawful order of any judicial or administrative agency of government, directly or indirectly, disclose, communicate or divulge to any person, or use for the benefit of any person, any knowledge or information and business methods relating with respect to the conduct or details of the Company's business and operations and that the Company would which she, acting reasonably, believes or should believe to be irreparably injured of a confidential nature and the goodwill disclosure of which not to be in the Company would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the ExecutiveCompany's association with other business entities, either as an employee or otherwise as set forth hereininterest. (b) During The Executive covenants and agrees that, so long as the Term of Employment and thereafterCompany complies with its obligations hereunder, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business she will not, during the Term except with the express prior written consent of Employment pursuant to customary non-disclosure agreementsthe Company, the Executive will not disclosedirectly or indirectly, disseminatewhether as employee, divulgeowner, discusspartner, copy or otherwise use or suffer to be usedconsultant, including but not limited to in competition withagent, director, officer, shareholder or in a manner any other capacity, engage in or assist any person to engage in any act or action which she, acting reasonably, believes or should believe would be harmful or inimical to the interests of, the Company, any confidential information (written or oral) respecting any material aspect of the Company's business, excepting only use of such data or information as is (i) at the time disclosed, through no act or failure to act on the part of the Executive, generally known or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the Company. (c) During The Executive covenants and agrees that, so long as the Company complies with its obligations hereunder, she will not, during the Term except with the express prior written consent of Employment and the Non-Competition PeriodCompany, the Executive will in any capacity (including, but not in the states of Californialimited to, Floridaowner, Georgiapartner, Illinoisshareholder, Iowaconsultant, New Jerseyagent, Ohio employee, officer, director or Texasotherwise), directly or indirectly, whether as an individual on for her own account or for the Executive's own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, benefit of any person, firm or organization or otherwise: (i) own, manage, control engage or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated be connected with any competitor, except that the foregoing shall not prohibit the Executive from owning as a consultantshareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded. (d) The Company may elect to extend the period of the covenants set forth in Section 7(b) and Section 7(c) for a period ending one year after the last day of the Term, independent contractor provided the Company has previously complied with the provisions of this Agreement and provided the Company during such one year period continues to pay to the Executive the highest annual compensation (consisting of annual base salary and cash bonus) the Executive previously received for any fiscal year during the Term. (e) The parties agree that any breach by the Executive of any of the covenants or otherwise withagreements contained in this Section 7 will result in irreparable injury to the Company for which money damages could not adequately compensate the Company and therefore, in the event of any such breach, the Company shall be entitled (in addition to any other corporation, partnership, proprietorship, firm, association rights and remedies which it may have at law or in equity) to have an injunction issued by any competent court enjoining and restraining the Executive and/or any other business entity person involved therein from continuing such breach. The existence of any claim or otherwise engage in any business that is engaged in cause of action which the business of Executive may have against the Company or any other person (other than a claim for the Company's breach of this Agreement for failure to make payments hereunder) shall not constitute a defense or bar to the enforcement of such covenants. In the event of an alleged breach by the Executive of any of the covenants or agreements contained in this Section 7, the Company shall continue any and all of the payments due the Executive under this Agreement until such time as a Court shall enter a final and unappealable order finding such a breach; provided, that the foregoing shall not preclude a Court from ordering the Executive to repay such payments made to her for the period after the breach is determined to have occurred or from ordering that payments hereunder be permanently terminated in the event of a material and willful breach. (f) If any portion of the covenants or agreements contained in this Section 7, or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenant(s) or agreement(s) or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or enforceable portions to the fullest extent possible. If any covenant or agreement in this Section 7 is held unenforceable because of the area covered, the duration thereof, or the scope thereof, then the court making such determination shall have the power to reduce the area and/or duration and/or limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. (g) For purposes of this Section 7, the term "the Company" shall include the Company, any successor to the Company under Section 8 hereof, and all present and future direct and indirect subsidiaries and affiliates of the Company's subsidiaries (collectively, "Subsidiaries"), as such business is conducted on the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the Company, in any capacity, including as a consultant; (ii) directly or indirectly solicit, encourage or induce any person who is a present or future employee, officer, agent, affiliate or customer of the Company or any Subsidiary to terminate or materially alter such person's relationship with the Company or such Subsidiary; (iii) induce any supplier of the Company or any Subsidiary, to refuse to do business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may be; or (iv) engage in disparagement (which will not include the providing of accurate information without invidious intent) of the Company or any Subsidiary by any means to any person.

Confidentiality and Non-Competition. (a) The Upon cessation of his employment, or as otherwise reasonably requested by Bank or the Holding Company, Executive acknowledges that he has had shall return to the Bank or will have unlimited access to confidential the Holding Company all documents, information and business methods relating to the Company's business and operations and that the Company would be irreparably injured and the goodwill other property of the Company would be irreparably damaged if the Executive were to breach the covenants set forth Bank or of any Affiliate that is in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee his possession or otherwise as set forth herein. (b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreements, the Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be usedcontrol, including but not limited to in competition withdocuments and files (whether paper or electronic); keys, passes and key cards; and computers, portable hard drives, and other office equipment. (b) Executive agrees that he will not disclose, nor will he use for the benefit of himself or any other person, any of the non-public information regarding the business of the Holding Company, Bank or any Affiliate to which he was entrusted with access during his employment, including but not limited to: (a) customer information, including customer lists and other non-public information regarding customers, such as customer contact information; contract terms; customer files; information regarding customer history, needs and preferences; and information designated by customers to be kept confidential; (b) financial information, such as financial plans and earnings and other performance figures; cost and profitability information; and pricing; (c) strategies, marketing and other strategic plans; and (d) personnel files and information (collectively, the “Confidential Information”). Confidential Information does not include any information that is, or becomes, in a manner harmful to the interests of, the Company, any confidential information (written or oral) respecting any material aspect of the Company's business, excepting only use of such data or information as is (i) at the time disclosed, public domain through no act disclosure or failure to act on the part of other action (whether direct or indirect) by the Executive, generally known . The obligations in this Section with respect to a particular piece of Confidential Information shall remain in effect until that piece of information enters the public domain through no breach of contract or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the Companyduty. (c) During Upon (1) termination of the Executive’s employment by the Holding Company and the Bank during the Term or any Renewal Term without Cause or by the Executive for Good Reason and payment of Employment the amounts due to the Executive under Section 5(b), or (2) termination of the Executive’s employment upon expiration of this Agreement and payment to the NonExecutive of a lump-Competition Periodsum cash amount equal to two (2) times his taxable income for the prior calendar year, the Executive will agrees not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texas, to directly or indirectly, whether as an individual on indirectly engage in any of the Executive's own account, or as following activities for a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, period of any person, firm or organization or otherwisetwelve (12) months following the Termination Date: (i) owncompete with the Holding Company, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the business of the Company Bank or any of Affiliate within the Company's subsidiaries (collectively, "Subsidiaries"), as such business is conducted on the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the Company, in any capacity, including as a consultantRestricted Area; (ii) directly work for or indirectly solicitadvise, encourage consult or induce otherwise provide services to, any person entity whose business materially competes, or who is a present planning or future employeepreparing to compete, officerwith the depository, agent, affiliate lending or customer other business activities of the Company Holding Company, the Bank or any Subsidiary to terminate or materially alter such person's relationship with Affiliate within the Company or such Subsidiary;Restricted Area. (iii) induce any supplier of the Company provide services, in either a paid or any Subsidiaryunpaid capacity, to refuse any individual, entity or group proposing, planning or preparing to do business with establish a new bank or other financial institution in the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may beRestricted Area; or (iv) engage provide, or assist in disparagement (which will not include the providing of accurate information without invidious intent) of the Company or any Subsidiary by any means provision of, Restricted Services to any personRestricted Customer.

Confidentiality and Non-Competition. (a) 9.1 The Executive acknowledges that he has had or will have unlimited access to confidential information and business methods relating to the Company's business and operations and that the Company would be irreparably injured and the goodwill of the Company would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant this Agreement including all renewals, he will learn or be privy to customary non-disclosure agreementsvaluable confidential business information, and he will develop and cultivate on behalf of the Bank substantial relationships with past, present and prospective business customers of the Bank. During the term of this Agreement with the Bank, and thereafter, Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to in competition with, or in a manner harmful to the interests of, the Company, any confidential information (written or oral) respecting any material aspect of the Company's business, excepting only use of such data or information as is (i) at the time disclosed, through no act or failure to act on the part of the Executive, generally known or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the Company. (c) During the Term of Employment and the Non-Competition Period, the Executive will not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texasnot, directly or indirectly, whether as an individual on the Executive's own accountuse or disclose to anyone, or authorize disclosure of any confidential information or trade secrets except for the benefit of the Bank. 9.2 The Executive acknowledges that the confidentiality of the protected information with which Executive has been or may become privy is essential and proprietary to the Bank and is owned and shall continue to be owned by the Bank. The Executive agrees that at the termination of his employment, for whatever reason, he will return to the Bank immediately any and all documents in whatever form that are in his possession or control and that contain, reflect or refer to confidential information or trade secrets. 9.3 During the Term of this Agreement and for a period of six (6) months following any termination of this Agreement for Cause pursuant to Section 5.1, the Executive shall not, either directly or indirectly, or for himself or through, on behalf of, or in conjunction with any other person, persons or legal entity, own, maintain, operate, engage in, assist, be employed by, or have any interest in any business engaging or planning to be engaged in banking or offering other financial services offered by the Bank, in any respect in any Florida counties where the Bank or its subsidiaries have branch offices; provided, that this provision shall not be deemed to prohibit beneficial ownership of securities (as, that term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended), of less than five percent (5%) of any class of a legal entity’s securities. 9.4 During the Term of this Agreement and for a period of twelve (12) months thereafter, Executive shall not, except if this Agreement is terminated as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, result of any person, firm or organization or otherwisea Change of Control: (ia) owneither directly or indirectly, manageemploy, control or participate in retain the ownership, management or control services of, or be employed seek to employ or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in retain the business services of the Company or any of the Company's subsidiaries (collectively, "Subsidiaries"), as such business is conducted on the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the Company, in any capacity, including as a consultant; (ii) directly or indirectly solicit, encourage or induce any person who is a present at that time or future employeewas within the previous six (6) months employed by, officeror providing services to the Bank, agent, affiliate or customer without the prior express written permission of the Company or any Subsidiary to terminate or materially alter such person's relationship with Bank, which the Company or such SubsidiaryBank may in its absolute discretion withhold; (iiib) induce any supplier either directly or indirectly solicit or contact customers of the Company Bank which solicitation is for or on behalf of any entity engaged in or seeking to be engaged in the Bank’s banking or financial service business, or in direct competition with the Bank. 9.5 Executive and the Bank warrant that it is their intention to agree to restrictions on disclosure of confidential information and on competition that are as broad as permitted by Florida law (save only for the limitations of time set forth in Sections 9.3 and 9.4) and hereby agree to subscribe to any expansion of the recited agreements as may be authorized by any subsequent amendment to, or interpretation of Florida Statute Section 542.335 (2000) or any Subsidiaryother Florida law. For purposes of Section 9.3, a person shall be deemed retained by the Bank during any period of time in which such person receives compensation from the Bank or its successors. 9.6 The Executive acknowledges that Section 9 is reasonably necessary to refuse to do protect the business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may be; or (iv) engage in disparagement (which will not include the providing of accurate information without invidious intent) interest of the Company Bank and that the provisions of Section 2 and Section 9 are the essence of this Agreement for the Bank and the Executive agrees that if he engages in activities prohibited by Section 9, irreparable harm to the Bank will likely result, for which a remedy in the form of damages may not be ascertainable. Under such circumstances, the Executive acknowledges that the Bank may seek temporary, preliminary or permanent injunctive relief against him in any Subsidiary by court of competent jurisdiction upon three days written notice provided to the address listed in Section 16. This section shall not limit any means other legal or equitable remedies the Bank or its successors may have against the Executive for violation of this Agreement. The prevailing party in any action to any personenforce Section 9 of this Agreement shall be entitled to attorney’s fees and costs.

Confidentiality and Non-Competition. (a) The Executive acknowledges that covenants and agrees that, so long as the Company complies with its obligations hereunder, he has had will not, during the Term or will have unlimited access at any time thereafter, except with the express prior written consent of the Company or pursuant to confidential the lawful order of any judicial or administrative agency of government, directly or indirectly, disclose, communicate or divulge to any person, or use for the benefit of any person, any knowledge or information and business methods relating with respect to the conduct or details of the Company's business and operations and that the Company would which he, acting reasonably, believes or should believe to be irreparably injured of a confidential nature and the goodwill disclosure of which not to be in the Company would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the ExecutiveCompany's association with other business entities, either as an employee or otherwise as set forth hereininterest. (b) During The Executive covenants and agrees that, so long as the Term of Employment and thereafterCompany complies with its obligations hereunder, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business he will not, during the Term except with the express prior written consent of Employment pursuant to customary non-disclosure agreementsthe Company, the Executive will not disclosedirectly or indirectly, disseminatewhether as employee, divulgeowner, discusspartner, copy or otherwise use or suffer to be usedconsultant, including but not limited to in competition withagent, director, officer, shareholder or in a manner any other capacity, engage in or assist any person to engage in any act or action which he, acting reasonably, believes or should believe would be harmful or inimical to the interests of, the Company, any confidential information (written or oral) respecting any material aspect of the Company's business, excepting only use of such data or information as is (i) at the time disclosed, through no act or failure to act on the part of the Executive, generally known or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the Company. (c) During The Executive covenants and agrees that, so long as the Company complies with its obligations hereunder, he will not, during the Term except with the express prior written consent of Employment and the Non-Competition PeriodCompany, the Executive will in any capacity (including, but not in the states of Californialimited to, Floridaowner, Georgiapartner, Illinoisshareholder, Iowaconsultant, New Jerseyagent, Ohio employee, officer, director or Texasotherwise), directly or indirectly, whether as an individual on for his own account or for the Executive's own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, benefit of any person, firm or organization or otherwise: (i) own, manage, control engage or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated be connected with any competitor, except that the foregoing shall not prohibit the Executive from owning as a consultantshareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded. (d) In the event Executive's employment is terminated without cause and he receives a cash payment as herein provided, independent contractor or otherwise withthe period of the covenants set forth in Section 7(b) and 7(c) shall be extended for one year unless the Executive returns a pro rata portion of the termination payment to the Company. With Executive's consent, which Executive may withhold, in the event of any other corporationtermination, partnershipthe Company may elect to extend the period of the covenants set forth in Section 7(b) and Section 7(c) for a period ending one year after the last day of the Term, proprietorshipprovided the Company has previously complied with the provisions of this Agreement and provided the Company during such one year period continues to pay to the Executive the highest annual compensation (consisting of annual base salary and cash bonus) the Executive previously received for any fiscal year during the Term. (e) The parties agree that any breach by the Executive of any of the covenants or agreements contained in this Section 7 will result in irreparable injury to the Company for which money damages could not adequately compensate the Company and therefore, firm, association or other business entity or otherwise engage in any business that is engaged in the business event of any such breach, the Company shall be entitled (in addition to any other rights and remedies which it may have at law or in equity) to have an injunction issued by any competent court enjoining and restraining the Executive and/or any other person involved therein from continuing such breach. The existence of any claim or cause of action which the Executive may have against the Company or any other person (other than a claim for the Company's breach of this Agreement for failure to make payments hereunder) shall not constitute a defense or bar to the enforcement of such covenants. In the event of an alleged breach by the Executive of any of the covenants or agreements contained in this Section 7, the Company shall continue any and all of the payments due the Executive under this Agreement until such time as a Court shall enter a final and unappealable order finding such a breach; provided, that the foregoing shall not preclude a Court from ordering the Executive to repay such payments made to him for the period after the breach is determined to have occurred or from ordering that payments hereunder be permanently terminated in the event of a material and willful breach. (f) If any portion of the covenants or agreements contained in this Section 7, or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenant(s) or agreement(s) or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or enforceable portions to the fullest extent possible. If any covenant or agreement in this Section 7 is held unenforceable because of the area covered, the duration thereof, or the scope thereof, then the court making such determination shall have the power to reduce the area and/or duration and/or limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. (g) For purposes of this Section 7, the term "the Company" shall include the Company, any successor to the Company under Section 8 hereof, and all present and future direct and indirect subsidiaries and affiliates of the Company's subsidiaries (collectively, "Subsidiaries"), as such business is conducted on the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the Company, in any capacity, including as a consultant; (ii) directly or indirectly solicit, encourage or induce any person who is a present or future employee, officer, agent, affiliate or customer of the Company or any Subsidiary to terminate or materially alter such person's relationship with the Company or such Subsidiary; (iii) induce any supplier of the Company or any Subsidiary, to refuse to do business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may be; or (iv) engage in disparagement (which will not include the providing of accurate information without invidious intent) of the Company or any Subsidiary by any means to any person.

Confidentiality and Non-Competition. (a) The Executive acknowledges that parties will refrain from using for their own purpose or from disclosing to third parties any business secrets and any confidential information of economic, commercial, financial nature to which he has had or will have unlimited access to confidential information and business methods relating to in the Company's business and operations and that execution of this Agreement, even after the Company would be irreparably injured and the goodwill termination of this agreement, for a period of 12 months. With this agreement itself being classified as Confidential Information. The recipient of the Company would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreements, the Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to in competition with, or in a manner harmful to the interests of, the Company, any confidential information (written or oral) respecting any material aspect of the Company's business, excepting only use of such data or information as is Confidential Information undertakes: (i) at not to use the time disclosedConfidential Information for the purpose of carrying out or supporting commercial activities similar to the one carried out by the issuer within or outside this Agreement and or activities of unfair competition, through no act or failure to act on the part independent of the Executive, generally known or availableobtaining non-competitive advantages; (ii) furnished Not to copy, multiply, modify, truncate any of the Executive transmitted materials, unless this is allowed in writing by a third party as a matter the issuer of right and without restriction on disclosurethe information; or (iii) required Not to disclose Confidential Information to third parties, without the issuer's prior written consent, except for its auditors, lawyers, legal advisors and consultants involved in the Agreement and held in their turn by the obligation to maintain confidentiality or by their own employees, except for those who must know this information in order to perform the service tasks. The employees and third parties mentioned above must be disclosed by court order. Upon termination informed about the confidentiality of the Term of Employment, information and about the Executive will return obligation to maintain the Company any and all materials in tangible or electronic form containing confidential information belonging to the Company. (c) During the Term of Employment and the Non-Competition Period, the Executive will not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texas, directly or indirectly, whether as an individual on the Executive's own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the business confidentiality of the Company or any information to which they will have access previously and during the execution of the Company's subsidiaries (collectively, "Subsidiaries"), as such business is conducted on the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the Company, in any capacity, including as a consultant; (ii) directly or indirectly solicit, encourage or induce any person who is a present or future employee, officer, agent, affiliate or customer of the Company or any Subsidiary to terminate or materially alter such person's relationship with the Company or such Subsidiary; (iii) induce any supplier of the Company or any Subsidiary, to refuse to do business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may beAgreement; or (iv) engage To make all the organizational, technical and logistical measures in disparagement order to maintain the confidentiality of information, including, but not limited to, encryption of Confidential Information on specific magnetic media; (which v) Not to allow and / or not facilitate the use by the third parties of the Confidential Information, regardless of the purpose of this use; (vi) Not to use the Confidential Information for any purpose other than that mentioned in this Agreement, respectively the execution of the Agreement; (vii) To use the Confidential Information with the same diligence as that accorded to its Confidential Information. THE PARTNER undertakes that during the term of validity of this Agreement and 12 months after its conclusion, they will not include develop or support similar technology themselves on their own to the providing of accurate information without invidious intent) of the Company or any Subsidiary one carried out by any means FUDX according to any personthis Agreement.

Confidentiality and Non-Competition. (a) The Executive acknowledges that he has had or will have unlimited access to the confidential information and business methods relating to the Company's business and operations of the Employer and that the Company those entities would be irreparably injured and the their goodwill of the Company would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's ’s association with other business entities, either as an employee Executive or otherwise as set forth herein. (b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreementsauthority, the Executive will must not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to in competition with, or in a manner harmful to the interests of, the CompanyEmployer, any confidential information (written or oral) respecting any material aspect of the Company's Employer’s business, excepting only use of such data or information as is (i) at the time disclosed, through no act or failure to act on the part of the Executive, generally known or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, the Executive will shall return to the Company Employer any and all materials in tangible or electronic form containing confidential information belonging to the CompanyEmployer. (c) During the Term of Employment and the Non-Competition Periodfor one (1) year thereafter, the Executive will must not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texasin which the Employer then regularly conducts business, directly or indirectly, whether as an individual on the Executive's ’s own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) ownemploy, manage, control assist in employing or participate otherwise associate in business with any employee or officer of the ownership, management or control ofEmployer that is, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in was during the business twelve-month period immediately prior to the termination of the Company or any of the Company's subsidiaries (collectivelyExecutive’s employment, "Subsidiaries"), as such business is conducted on the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the CompanyEmployer, in any capacity, including as other than an employee or an officer who is a consultantrelative of the Executive by blood or marriage; (ii) directly solicit or indirectly solicitencourage any individual or entity that is, encourage or was during the twelve-month period immediately prior to the termination of Executive’s employment with the Employer for any reason, a customer or vendor of the Employer to terminate or otherwise alter his, her or its relationship with the Employer; provided, however, that notwithstanding anything to the contrary, the parties agree that this Section 10 does not prohibit the Executive from pursuing or establishing a business relationship with any current or former customer or vendor of the Employer where such customer or vendor presents himself, herself or itself to Executive unsolicited by him; (iii) induce any person who is a present or future employee, officer, agent, affiliate or customer of the Company or any Subsidiary Employer to terminate or materially alter such person's relationship with the Company or such Subsidiary; (iii) induce any supplier of the Company or any Subsidiary, to refuse to do business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may berelationship; or (iv) engage in disparagement (which will not include the providing of accurate information without invidious intent) of the Company or any Subsidiary Employer by any means to any person.

Confidentiality and Non-Competition. (a) The Executive acknowledges that parties will refrain from using for their own purpose or from disclosing to third parties any business secrets and any confidential information of economic, commercial, financial nature to which he has had or will have unlimited access to confidential information and business methods relating to in the Company's business and operations and that execution of this Agreement, even after the Company would be irreparably injured and the goodwill termination of this agreement, for a period of 12 months. With this agreement itself being classified as Confidential Information. The recipient of the Company would be irreparably damaged if the Executive were to breach the covenants set forth in this Section 10. The Executive further acknowledges that the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee or otherwise as set forth herein. (b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreements, the Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to in competition with, or in a manner harmful to the interests of, the Company, any confidential information (written or oral) respecting any material aspect of the Company's business, excepting only use of such data or information as is Confidential Information undertakes: (i) at Not to use the time disclosedConfidential Information for the purpose of carrying out or supporting commercial activities similar to the one carried out by the issuer within or outside this Agreement and /or activities of unfair competition, through no act or failure to act on the part independent of the Executive, generally known or availableobtaining non-competitive advantages; (ii) furnished Not to copy, multiply, modify, truncate any of the Executive transmitted materials, unless this is allowed in writing by a third party as a matter the issuer of right and without restriction on disclosurethe information; or (iii) required Not to disclose Confidential Information to third parties, without the issuer's prior written consent, except for its auditors, lawyers, legal advisors and consultants involved in the Agreement and held in their turn by the obligation to maintain confidentiality or by their own employees, except for those who must know this information in order to perform the service tasks. The employees and third parties mentioned above must be disclosed by court order. Upon termination informed about the confidentiality of the Term of Employment, information and about the Executive will return obligation to maintain the Company any and all materials in tangible or electronic form containing confidential information belonging to the Company. (c) During the Term of Employment and the Non-Competition Period, the Executive will not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or Texas, directly or indirectly, whether as an individual on the Executive's own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in any business that is engaged in the business confidentiality of the Company or any information to which they will have access previously and during the execution of the Company's subsidiaries (collectively, "Subsidiaries"), as such business is conducted on the applicable date during the Term of Employment, or in the case of the Non-Competition Period, as of the date the Executive ceases to be employed by the Company, in any capacity, including as a consultant; (ii) directly or indirectly solicit, encourage or induce any person who is a present or future employee, officer, agent, affiliate or customer of the Company or any Subsidiary to terminate or materially alter such person's relationship with the Company or such Subsidiary; (iii) induce any supplier of the Company or any Subsidiary, to refuse to do business with the Company or any Subsidiary, on as favorable terms as previously done with the Company or any Subsidiary, as the case may beAgreement; or (iv) engage To make all the organizational, technical and logistical measures in disparagement order to maintain the confidentiality of information, including, but not limited to, encryption of Confidential Information on specific magnetic media; (which v) Not to allow and / or not facilitate the use by the third parties of the Confidential Information, regardless of the purpose of this use; (vi) Not to use the Confidential Information for any purpose other than that mentioned in this Agreement, respectively the execution of the Agreement; (vii) To use the Confidential Information with the same diligence as that accorded to its Confidential Information. THE PARTNER undertakes that during the term of validity of this Agreement and 12 months after its conclusion, they will not include develop or support similar technology themselves on their own to the providing of accurate information without invidious intent) of the Company or any Subsidiary one carried out by any means FUDX according to any personthis Agreement.

Confidentiality and Non-Competition. (a) The Executive Xxxxx acknowledges and agrees that by virtue of his involvement with the business and affairs of the Company, he has developed and will continue to develop substantial expertise and knowledge with respect to all aspects of the business, affairs and operations of the Company and has had or will have unlimited access to confidential information and business methods relating will continue to have access to all significant aspects of the Company's business and operations and that the Company would be irreparably injured and the goodwill of the Company would be irreparably damaged if and to confidential and proprietary information of the Executive were to breach Company (collectively “Confidential Information”). Accordingly, Xxxxx expressly acknowledges and agrees that he will refrain from publicly disclosing Confidential Information or using Confidential Information for any purpose other than for the covenants set forth in this Section 10. The Executive further acknowledges that business of the covenants set forth in this Section 10 are reasonable in scope and duration and do not unreasonably restrict the Executive's association with other business entities, either as an employee or otherwise as set forth hereinCompany. (b) During the Term term of Employment this Agreement and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority or in for one (1) year after the ordinary course of business during the Term of Employment pursuant to customary non-disclosure agreements, the Executive will not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, including but not limited to in competition with, or in a manner harmful to the interests of, the Company, any confidential information (written or oral) respecting any material aspect of the Company's business, excepting only use of such data or information as is (i) at the time disclosed, through no act or failure to act on the part of the Executive, generally known or available; (ii) furnished to the Executive by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employmentthis Agreement for any reason, the Executive will return to the Company any and all materials in tangible or electronic form containing confidential information belonging to the Company. (c) During the Term of Employment and the Non-Competition Period, the Executive will not in the states of California, Florida, Georgia, Illinois, Iowa, New Jersey, Ohio or TexasXxxxx shall not, directly or indirectly, whether as an individual on anywhere within the Executive's own account, or as a shareholder, partner, member, joint venturer, director, officer, employee, consultant, creditor and/or agent, of any person, firm or organization or otherwise: (i) ownUnited States, manage, control operate or control, or participate in the ownership, management management, operation or control of, or be employed otherwise become materially interested in (whether as an owner, stockholder, lender, executive, employee, officer or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in director) any business that (other than the Company) which is engaged in or seeking to engage in the business of batteries or graphite mining or processing without first requesting and receiving in writing the permission of the Chair of the Nominating and Corporate Governance Committee of the Board. (c) The parties agree that nothing in this Agreement shall be construed to limit or negate the common law of torts, confidentiality, trade secrets, fiduciary duty, and obligations where such laws provide the Company with any broader, further, or other remedy or protection than those provided herein. (d) Because the breach or any threatened breach of any of the Company's subsidiaries (collectivelyprovisions of this Section 5 may result in immediate and irreparable injury to the Company for which the Company may not have an adequate remedy at law, "Subsidiaries")Xxxxx expressly agrees that the Company shall be entitled, as such business is conducted on the applicable date during the Term in addition to all other rights and remedies available to it at law, in equity or otherwise, to a decree of Employment, or in the case specific performance of the Non-Competition Periodrestrictive covenants contained in this Section 5 and further to a temporary and permanent injunction enjoining such breach or threatened breach, as in each case without the necessity of proving damages and without the necessity of posting bond or other security. (e) Xxxxx acknowledges that the type and periods of restriction imposed by this Section 5 are reasonably required for the protection of the date the Executive ceases to be employed by the Company, in any capacity, including as a consultant; (ii) directly or indirectly solicit, encourage or induce any person who is a present or future employee, officer, agent, affiliate or customer legitimate interests of the Company or any Subsidiary to terminate or materially alter such person's relationship and the goodwill associated with the Company or such Subsidiary; (iii) induce any supplier business of the Company or any SubsidiaryCompany; and that the time, to refuse to do business with scope, geographic area and other provisions of this Agreement have been specifically negotiated by the Company or any Subsidiary, on parties and are given as favorable terms as previously done with the Company or any Subsidiary, as the case may be; or (iv) engage in disparagement (which will not include the providing of accurate information without invidious intent) an integral part of the Company or any Subsidiary by any means to any persontransactions contemplated hereby.