Common use of Confidentiality and Non-Competition Clause in Contracts

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 the Bank's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee covenants and agrees that he will not, during the term of his employment and at any time thereafter, except with the express prior written consent of the Bank or pursuant to 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 with respect to the conduct or details of the Bank's business which he, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the Bank's interest. (b) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the Bank, directly or indirectly, whether as employee, employer, owner, partner, consultant, agent, director, officer, shareholder 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 the Bank. (c) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the Bank, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, for his own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank which has its principal office in either Northampton, Lehigh or Monroe Counties, Pennsylvania or Warren County, New Jersey excxxx xxat the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded. (d) The parties agree that any breach by Employee of any of the covenants or agreements contained in this Section 8 will result in irreparable injury to the Bank for which money damages could not adequately compensate the Bank and therefore, in the event of any such breach, the Bank 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 which Employee may have against the Bank or any other person (other than a claim for the Bank's breach of this Agreement for failure to make payments hereunder) shall not constitute a defense or bar to the enforcement of such covenants. (e) If any portion of the covenants or agreements contained in this Section 8, or the application thereof, 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 covenant 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 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. (f) For purposes of this Section 8, the term "the Bank" shall include the Bank, any successor to the Bank under Section 9 hereof, and all present and future direct and indirect subsidiaries and affiliates of the Bank.

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 Agreement, if any, shall terminate and the Bank's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee covenants and agrees that he will not, during the term of his employment and or at any time thereafter, except with the express prior written consent of the Bank or pursuant to 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 with respect to the conduct or details of the Bank's Banks' business which he, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the Bank's interest. (b) Employee covenants and agrees that he will not, during the term of his employment and for a period thereafter equal to the greater of (i) one year thereafterafter the termination of his employment or (ii) the Severance Period, except with the express prior written consent of the Bank, directly or indirectly, whether as employee, employer, owner, partner, consultant, agent, director, officer, shareholder 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 the Bank. (c) Employee covenants and agrees that he will not, during the term of his employment and for a period thereafter equal to the greater of (i) one year thereafterafter the termination of his employment or (ii) the Severance Period, except with the express prior written consent of the Bank, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, for his own account or for the benefit of any person, : (x) engage or participate in or otherwise be connected with any commercial bank bank, savings and loan association or similar financial institution which has its principal an office in either NorthamptonLehigh, Lehigh Northampton or Monroe Counties, Counties in Pennsylvania or Warren CountyCounty in New Jersey, New Jersey excxxx xxat or any xxxxx county in which the Bank has an office as of the date of the termination of Employee's employment (collectively, the "Territory"), except that the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded; or (y) communicate with or solicit any person who is or during such period becomes a customer, borrower, employee, salesman, agent or representative of the Bank, in any manner which interferes or might interfere with such person's relationship with the Bank, or in an effort to obtain such person as a customer, borrower, employee, salesman, agent or representative of any business in competition with the Bank in the Territory. (d) The parties agree that any breach by Employee of any of the covenants or agreements contained in this Section 8 will result in irreparable injury to the Bank for which money damages could not adequately compensate the Bank and therefore, in the event of any such breach, the Bank 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 which Employee may have against the Bank or any other person (other than a claim for the Bank's breach of this Agreement for failure to make payments payments, if any, required hereunder) shall not constitute a defense or bar to the enforcement of such covenants. (e) If any portion of the covenants or agreements contained in this Section 8, or the application thereofhereof, 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 covenant or agreement in this Section 8 is held unenforceable because of the geographic 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. (f) For purposes of this Section 8, the term "the Bank" shall include the Bank, any successor to the Bank under Section 9 hereof, and all present and future direct and indirect subsidiaries and affiliates of the Bank.

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 the Bank's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee covenants and agrees that he will not, during the term of his employment and or at any time thereafter, except with the express prior written consent of the Bank or pursuant to 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 with respect to the conduct or details of the Bank's Banks' business which he, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the Bank's interest. (b) Employee covenants and agrees that he will not, during the term of his employment and or for a period of one year thereafter, except with the express prior written consent of the Bank, directly or indirectly, whether as employee, employer, owner, partner, consultant, agent, director, officer, shareholder 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 the Bank. (c) Employee covenants and agrees that he will not, during the term of his employment and or for a period of one year thereafter, except with the express prior written consent of the Bank, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, for his own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank which has its principal office in either NorthamptonLehigh, Lehigh Northampton or Monroe Counties, Counties in Pennsylvania or Warren CountyXxxxxx County in New Jersey, New Jersey excxxx xxat except that the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded. (d) The parties agree that any breach by Employee of any of the covenants or agreements contained in this Section 8 will result in irreparable injury to the Bank for which money damages could not adequately compensate the Bank and therefore, in the event of any such breach, the Bank 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 which Employee may have against the Bank or any other person (other than a claim for the Bank's breach of this Agreement for failure to make payments hereunder) shall not constitute a defense or bar to the enforcement of such covenants. (e) If any portion of the covenants or agreements contained in this Section 8, or the application thereofhereof, 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 covenant or agreement in this Section 8 is held unenforceable because of the geographic 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. (f) For purposes of this Section 8, the term "the Bank" shall include the Bank, any successor to the Bank under Section 9 hereof, and all present and future direct and indirect subsidiaries and affiliates of the Bank.

Confidentiality and Non-Competition. All payments to Employee Xxxxxxxx under this Agreement shall be subject to Employee's Xxxxxxxx’x compliance with the provisions of this Section 86. If Employee Xxxxxxxx fails to comply with such provisions, his her right to any future payments under this Agreement shall terminate and the Bank's ’s obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee Xxxxxxxx covenants and agrees that he she will not, during the term Term of his her employment and or at any time thereafter, except with the express prior written consent of the Bank or pursuant to 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 with respect to the conduct or details of the Bank's ’s business which heshe, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the Bank's ’s interest. (b) Employee Xxxxxxxx covenants and agrees that he she will not, during the term Term of his her employment period and for a period of one year thereafter, except with the express prior written consent of the Bank, directly or indirectly, whether as an employee, employer, owner, partner, consultant, agent, director, officer, shareholder or in any other capacity, engage in or assist any person to engage in any act or action which heshe, acting reasonably, believes or should believe would be harmful or inimical to the interests of the Bank. (c) Employee Xxxxxxxx covenants and agrees that he she will not, during the term Term of his her employment and for a period of one year thereafter, except with the express prior written consent of the Bank, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, indirectly for his her own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank bank, savings bank, credit union or commercial loan originator (where similar or dissimilar to the foregoing) which has its principal office grants loans or credit facilities to persons in either Northampton, Lehigh or Monroe Counties, Pennsylvania or Warren Luzerne County, New Jersey excxxx xxat the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly tradedPennsylvania. (d) The parties agree that any breach by Employee Xxxxxxxx of any of the covenants or agreements contained in this Section 8 6 will result in irreparable injury to the Bank for which money damages could would not adequately compensate the Bank and and, therefore, in the event of any such breach, the Bank 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 Xxxxxxxx and/or any other person involved therein from continuing such breach. The existence of any claim or cause of action action, which Employee Xxxxxxxx may have against the Bank or any other person (other than a claim for the Bank's breach of this Agreement for failure to make payments hereunder) person, shall not constitute a defense or bar to the enforcement of such covenantscovenants or agreements. In the event of the breach of Section 6(b) or section 6(c) hereof, the one year period contained therein shall be extended for the period of such breach and for the period of any litigation concerning such breach, such extended period to commence on the later of (i) the date of final court order (without further right of appeal) acknowledging the validity of such Section 6(b) or Section 6(c) or (ii) the last day of the Term. (e) If any portion of the covenants or agreements contained in this Section 86, or the application thereofhereof, 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 effect, without regard to the invalid or unenforceable portions portions, to the fullest extent possible. If any covenant or agreement in this Section 8 6 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. (f) For purposes of this Section 86, the term "“the Bank" ” shall include the BankBank and Omega, any successor to the Bank under Section 9 7 hereof, and all present and future direct and indirect subsidiaries and affiliates of the BankBank or Omega.

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 the Bank's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee covenants and agrees that he will not, during the term of his employment and at any time thereafter, except with the express prior written consent of the Bank or pursuant to 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 with respect to the conduct or details of the Bank's business which he, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the Bank's interest. (b) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the Bank, directly or indirectly, whether as employee, employer, owner, partner, consultant, agent, director, officer, shareholder 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 the Bank. (c) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the Bank, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, for his own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank which has its principal office in either Northampton, Northampton or Lehigh or Monroe Counties, Pennsylvania or Warren Xxxxxx County, New Jersey excxxx xxat except that the foregoing shall not prohibit Employee from owning as a shareholder less than 1% l% of the outstanding stock of an issuer whose stock is publicly traded. (d) The parties agree that any breach by Employee of any of the covenants or agreements contained in this Section 8 will result in irreparable injury to the Bank for which money damages could not adequately compensate the Bank and therefore, in the event of any such breach, the Bank 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 which Employee may have against the Bank or any other person (other than a claim for the Bank'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 Employee of any of the covenants or agreements contained in this Section 8, the Bank shall continue any and all of the payments due Employee under this Agreement until such time as a court shall enter a final and unappealable 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. (e) If any portion of the covenants or agreements contained in this Section 8, or the application thereof, 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 covenant 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 deter mination 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. (f) For purposes of this Section 8, the term "the Bank" shall include the Bank, any successor to the Bank under Section 9 hereof, and all present and future direct and indirect subsidiaries and affiliates of the Bank.

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 her right to any future payments under this Agreement shall terminate and the BankEmployer's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee covenants and agrees that he she will notnot , during the term Term of his her employment and at any time thereafter, except with the express prior written consent of the Bank Employer or pursuant to 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 information, with respect to the conduct or details of the BankEmployer's business which heshe, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which would not to be in the BankEmployer's interest. (b) Employee covenants and agrees that he she will not, during the term Term of his her employment and for a period of one (1) year thereafter, except with the express prior written consent of the BankEmployer, directly or indirectly, whether as employee, employer, owner, partner, consultant, agent, director, officer, shareholder or in any other capacity, engage in or assist any person to engage in any act or action which heshe, acting reasonably, believes or should believe would be harmful or inimical to the interests of the BankEmployer. (c) Employee covenants and agrees that he she will not, during the term Term of his her employment and for a period of one (1) year thereafter, except with the express prior written consent of the BankEmployer, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, for his her own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank activity in which has its principal the Corporation, Omega Bank, N.A. (the "Bank") or any of their subsidiaries or affiliates are engaged during the term of Employee's employment, in any county 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 in either Northamptonor other facility of the Corporation, Lehigh Bank or Monroe Countiesany of their subsidiaries or affiliates is located, including counties located outside the Commonwealth of Pennsylvania or Warren County, New Jersey excxxx xxat except that the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded. (d) The parties agree that any breach by Employee of any of the covenants or agreements contained in this Section 8 will result in irreparable injury to the Bank Employer for which money damages could not adequately compensate the Bank Employer and therefore, in the event of any such breach, the Bank 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 which that Employee may have against the Bank Employer or any other person (other than a claim for the BankEmployer'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 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 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 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. (e) If any portion of the covenants or agreements contained in this Section 8, or the application thereofhereof, 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 covenant 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 reduce the area and/or duration duration, and/or limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. (f) For purposes of this Section 8, the term "the BankEmployer" shall include the BankEmployer, any successor to the Bank Employer under Section 9 hereof, and all present and future direct and indirect subsidiaries and affiliates of the BankEmployer.

Confidentiality and Non-Competition. All payments to Employee Martz under this Agreement shall be subject bx xxxject to Employee's Martz' compliance with the provisions of provisixxx xf this Section 86. If Employee Martz fails to comply with such provisionsprxxxxxons, his right to any future payments under this Agreement shall terminate and the Bank's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee Martz covenants and agrees that he will xxxx not, during the term Term of his employment and or at any time thereafter, except with the express prior written consent of the Bank or pursuant to 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 with respect to the conduct or details of the Bank's business which he, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the Bank's interest. (b) Employee Martz covenants and agrees that he will xxxx not, during the term Term of his employment and for a period of one year two years thereafter, except with the express prior written consent of the Bank, directly or indirectly, whether as an employee, employer, owner, partner, consultant, agent, director, officer, shareholder 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 the Bank. (c) Employee Martz covenants and agrees that he will xxxx not, during the term Term of his employment and for a period of one year two years thereafter, except with the express prior written consent of the Bank, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, for his own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank bank, savings bank, credit union or commercial loan originator (whether similar or dissimilar to the foregoing) which has its principal office grants loans or credit facilities to persons in either NorthamptonBlair, Lehigh Huntingdon, Bedford, or Monroe CountiesCenxxx xounties, Pennsylvania or Warren County, New Jersey excxxx xxat the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly tradedPennsylvania. (d) The parties agree that any breach by Employee Martz of any of the covenants or agreements axxxxxents contained in this Section 8 6 will result in irreparable injury to the Bank for which money damages could not adequately compensate the Bank and and, therefore, in the event of any such breach, the Bank 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 Martz and/or any other person involved invoxxxx therein from continuing such breach. The existence of any claim or cause of action which Employee Martz may have against the Bank or any xxx other person (other than a claim for the Bank's breach of this Agreement for failure to make payments hereunder) shall not constitute a defense or bar to the enforcement of such covenantscovenants or agreements. In the event of the breach of Section 6(b) or Section 6(c) hereof, the two year period contained therein shall be extended for the period of such breach and for the period of any litigation concerning such breach, such extended period to commence on the later of (I) the date of final court order (without further right of appeal) acknowledging the validity of such Section 6(b) or Section 6(c) or (ii) the last day of the Term. (e) If any portion of the covenants or agreements contained in this Section 86, or the application thereofhereof, 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 effect, without regard to the invalid or unenforceable portions portions, to the fullest extent possible. If any covenant or agreement in this Section 8 6 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. (f) For purposes of this Section 86, the term "the Bank" shall include the BankBank and Omega, any successor to the Bank under Section 9 7 hereof, and all present and future direct and indirect subsidiaries and affiliates of the BankBank or Omega.

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 the Bank's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee covenants and agrees that he will not, during the term of his employment and at any time thereafter, except with the express prior written consent of the Bank or pursuant to 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 with respect to the conduct or details of the Bank's business which he, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the Bank's interest. (b) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the Bank, directly or indirectly, whether as employee, employer, owner, partner, consultant, agent, director, officer, shareholder 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 the Bank. (c) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the Bank, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, for his own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank which has its principal office in either Northampton, Lehigh or Monroe Counties, Pennsylvania or Warren County, New Jersey excxxx xxat exxxxx xhat the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded. (d) The parties agree that any breach by Employee of any of the covenants or agreements contained in this Section 8 will result in irreparable injury to the Bank for which money damages could not adequately compensate the Bank and therefore, in the event of any such breach, the Bank 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 which Employee may have against the Bank or any other person (other than a claim for the Bank's breach of this Agreement for failure to make payments hereunder) shall not constitute a defense or bar to the enforcement of such covenants. (e) If any portion of the covenants or agreements contained in this Section 8, or the application thereof, 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 covenant 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 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. (f) For purposes of this Section 8, the term "the Bank" shall include the Bank, any successor to the Bank under Section 9 hereof, and all present and future direct and indirect subsidiaries and affiliates of the Bank.

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 the Bank's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee covenants and agrees that he will not, during the term of his employment and at any time thereafter, except with the express prior written consent of the Bank or pursuant to 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 with respect to the conduct or details of the Bank's business which he, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the Bank's interest. (b) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the Bank, directly or indirectly, whether as employee, employer, owner, partner, consultant, agent, director, officer, shareholder 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 the Bank. (c) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the Bank, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, for his own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank which has its principal office in either Northampton, Northampton or Lehigh or Monroe Counties, Pennsylvania or Warren Xxxxxx County, New Jersey excxxx xxat except that the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded. (d) The parties agree that any breach by Employee of any of the covenants or agreements contained in this Section 8 will result in irreparable injury to the Bank for which money damages could not adequately compensate the Bank and therefore, in the event of any such breach, the Bank 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 which Employee may have against the Bank or any other person (other than a claim for the Bank'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 Employee of any of the covenants or agreements contained in this Section 8, the Bank shall continue any and all of the payments due Employee under this Agreement until such time as a court shall enter a final and unappealable 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. (e) If any portion of the covenants or agreements contained in this Section 8, or the application thereof, 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 covenant 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 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. (f) For purposes of this Section 8, the term "the Bank" shall include the Bank, any successor to the Bank under Section 9 hereof, and all present and future direct and indirect subsidiaries and affiliates of the Bank.

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 her right to any future payments under this Agreement shall terminate and the BankEmployer's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee covenants and agrees that he she will notnot , during the term of his her employment and at any time thereafter, except with the express prior written consent of the Bank Employer or pursuant to 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 information, with respect to the conduct or details of the BankEmployer's business which heshe, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the BankEmployer's interest. (b) Employee covenants and agrees that he she will not, during the term of his her employment and for a period of one year thereafter, except with the express prior written consent of the BankEmployer, directly or indirectly, whether as employee, employer, owner, partner, consultant, agent, director, officer, shareholder or in any other capacity, engage in or assist any person to engage in any act or action which heshe, acting reasonably, believes or should believe would be harmful or inimical to the interests of the BankEmployer. (c) Employee covenants and agrees that he she will not, during the term of his her employment and for a period of one year thereafter, except with the express prior written consent of the BankEmployer, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, for his her own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank which has its principal office in either Northampton, Lehigh or Monroe CountiesCentre County, Pennsylvania or Warren County, New Jersey excxxx xxat except that the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded. (d) The parties agree that any breach by Employee of any of the covenants or agreements contained in this Section 8 will result in irreparable injury to the Bank Employer for which money damages could not adequately compensate the Bank Employer and therefore, in the event of any such breach, the Bank 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 which that Employee may have against the Bank Employer or any other person (other than a claim for the BankEmployer'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 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 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 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. (e) If any portion of the covenants or agreements contained in this Section 8, or the application thereofhereof, 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 covenant 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 reduce the area and/or duration duration, and/or limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. (f) For purposes of this Section 8, the term "the BankEmployer" shall include the BankEmployer, any successor to the Bank Employer under Section 9 hereof, and all present and future direct and indirect subsidiaries and affiliates of the BankEmployer.

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 the BankEmployer's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee covenants and agrees that he will notnot , during the term of his employment and at any time thereafter, except with the express prior written consent of the Bank Employer or pursuant to 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 information, with respect to the conduct or details of the BankEmployer's business which he, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the BankEmployer's interest. (b) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the BankEmployer, directly or indirectly, whether as employee, employer, owner, partner, consultant, agent, director, officer, shareholder 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 the BankEmployer. (c) Employee covenants and agrees that he will not, during the term of his employment and for a period of one year thereafter, except with the express prior written consent of the BankEmployer, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, for his own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank which has its principal office in either Northampton, Lehigh or Monroe CountiesCentre County, Pennsylvania or Warren County, New Jersey excxxx xxat except that the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly traded. (d) The parties agree that any breach by Employee of any of the covenants or agreements contained in this Section 8 will result in irreparable injury to the Bank Employer for which money damages could not adequately compensate the Bank Employer and therefore, in the event of any such breach, the Bank 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 which that Employee may have against the Bank Employer or any other person (other than a claim for the BankEmployer'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 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 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. (e) If any portion of the covenants or agreements contained in this Section 8, or the application thereofhereof, 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 covenant 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 reduce the area and/or duration duration, and/or limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. (f) For purposes of this Section 8, the term "the BankEmployer" shall include the BankEmployer, any successor to the Bank Employer under Section 9 hereof, and all present and future direct and indirect subsidiaries and affiliates of the BankEmployer.

Confidentiality and Non-Competition. All payments to Employee Bxxxxxxx under this Agreement shall be subject to Employee's Bxxxxxxx'x compliance with the provisions of this Section 86. If Employee Bxxxxxxx fails to comply with such provisions, his her right to any future payments under this Agreement shall terminate and the Bank's obligations under this Agreement to make such payments and provide such benefits shall cease. (a) Employee Bxxxxxxx covenants and agrees that he she will not, during the term Term of his her employment and or at any time thereafter, except with the express prior written consent of the Bank or pursuant to 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 with respect to the conduct or details of the Bank's business which heshe, acting reasonably, believes or should believe to be of a confidential nature and the disclosure of which not to be in the Bank's interest. (b) Employee Bxxxxxxx covenants and agrees that he she will not, during the term Term of his her employment period and for a period of one year thereafter, except with the express prior written consent of the Bank, directly or indirectly, whether as an employee, employer, owner, partner, consultant, agent, director, officer, shareholder or in any other capacity, engage in or assist any person to engage in any act or action which heshe, acting reasonably, believes or should believe would be harmful or inimical to the interests of the Bank. (c) Employee Bxxxxxxx covenants and agrees that he she will not, during the term Term of his her employment and for a period of one year thereafter, except with the express prior written consent of the Bank, in any capacity (including, but not limited to, owner, partner, shareholder, consultant, agent, employee, employer, officer, director or otherwise), directly or indirectly, indirectly for his her own account or for the benefit of any person, engage or participate in or otherwise be connected with any commercial bank bank, savings bank, credit union or commercial loan originator (where similar or dissimilar to the foregoing) which has its principal office grants loans or credit facilities to persons in either Northampton, Lehigh or Monroe Counties, Pennsylvania or Warren Luzerne County, New Jersey excxxx xxat the foregoing shall not prohibit Employee from owning as a shareholder less than 1% of the outstanding stock of an issuer whose stock is publicly tradedPennsylvania. (d) The parties agree that any breach by Employee Bxxxxxxx of any of the covenants or agreements contained in this Section 8 6 will result in irreparable injury to the Bank for which money damages could would not adequately compensate the Bank and and, therefore, in the event of any such breach, the Bank 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 Bxxxxxxx and/or any other person involved therein from continuing such breach. The existence of any claim or cause of action action, which Employee Bxxxxxxx may have against the Bank or any other person (other than a claim for the Bank's breach of this Agreement for failure to make payments hereunder) person, shall not constitute a defense or bar to the enforcement of such covenantscovenants or agreements. In the event of the breach of Section 6(b) or section 6(c) hereof, the one year period contained therein shall be extended for the period of such breach and for the period of any litigation concerning such breach, such extended period to commence on the later of (i) the date of final court order (without further right of appeal) acknowledging the validity of such Section 6(b) or Section 6(c) or (ii) the last day of the Term. (e) If any portion of the covenants or agreements contained in this Section 86, or the application thereofhereof, 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 effect, without regard to the invalid or unenforceable portions portions, to the fullest extent possible. If any covenant or agreement in this Section 8 6 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. (f) For purposes of this Section 86, the term "the Bank" shall include the BankBank and Omega, any successor to the Bank under Section 9 7 hereof, and all present and future direct and indirect subsidiaries and affiliates of the BankBank or Omega.