Common use of Covenant Not to Compete; Nonsolicitation Clause in Contracts

Covenant Not to Compete; Nonsolicitation. (a) Executive recognizes that in each of the highly competitive businesses in which the Company is engaged, the Company's trade secrets and other Confidential Information, along with personal contacts, are of primary importance in securing new drilling prospects, producing property acquisitions and customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Executive, therefore, agrees that during the Employment Period and (A) for a period of one year after the Date of Termination, he will not, within the Area of Mutual Interest, as defined in that certain Area of Mutual Interest Agreement made as of June 23, 2003, by and among the Company, CCBM, Inc., a Delaware corporation, Carrizo Oil & Gas, Inc., a Delaware corporation, Rocky Mountain Gas, Inc., a Wyoming corporation, U.S. Energy, Inc., a Delaware corporation, and the CSFB Parties (the "Relevant Geographic Area") (i) accept employment, advise, assist or render service in any way, directly or indirectly, to any person that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, executive, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company or any of its affiliated companies and (B) for a period of two years after the Date of Termination he will not, on his own behalf or on behalf of any person, firm or company, directly or indirectly, solicit or offer employment to any person who has been employed by the Company or any subsidiary thereof at any time during the one-year period immediately preceding such solicitation (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). The Executive shall not, directly or indirectly, make or cause to be made and shall use his best efforts to cause the officers, directors, employee, agents and representatives of any entity or person controlled by the Executive not to make or cause to be made, any disparaging, denigrating, derogatory or other negative, misleading or false statement orally or in writing to way person or entity, including members of the investment community, press, and customers, competitors and advisors to the Company, about the Company, its shareholders, subsidiaries or affiliates, their respective officers or members of their boards of directors, or the business strategy or plans, policies, practices or operations of the Company, its shareholders, subsidiaries or affiliates. (b) In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 by the Executive, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company shall be entitled, upon application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Executive prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations permitted by the applicable law, the Executive and the Company agree that such provisions shall be and are hereby reformed to the maximum time, geographic or occupational limitations permitted by the applicable law. (c) The covenants of the Executive set forth in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Executive shall not affect the validity of the provisions of this Section 7 or constitute a defense of the Executive in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Executive. (d) The Executive acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 7 are ancillary or a part of; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement; including, without limitation, the provision by the Company of Confidential Information to the Executive as contemplated by Section 6, gives rise to the Company's interest in restraining and prohibiting the Executive from engaging in the Prohibited Activity within the Relevant Geographic Area as provided under this Section 7, and the Executive's covenant not to engage in the Prohibited Activity within the Relevant Geographic Area pursuant to this Section 7 is designed to enforce the Executive's consideration (or return promises), including, without limitation, the Executive's promise to not disclose Confidential Information under this Agreement.

Covenant Not to Compete; Nonsolicitation. (a) Executive recognizes that in each High acknowledges that: (i) upon consummation of the highly competitive businesses in which Acquisition, the Company and its affiliates will be engaged in the Business; (ii) High is engagedone of a limited number of persons who helped develop the Business of Collegelink; (iii) High has occupied a position of trust and confidence with the Sellers prior to the date of this Agreement and, during such period, High has become familiar with the proprietary and confidential information of the Company and the Company's trade secrets other affiliates; (iv) the agreements and other Confidential Informationcovenants contained in this Section 1 are essential to protect the Company, along with personal contacts, are of primary importance in securing new drilling prospects, producing property acquisitions its affiliates and customers and in retaining the accounts and goodwill of present customers the Business and protecting are a condition precedent to the business willingness of the Company. The Executive, therefore, agrees that during Company to consummate the Employment Period transactions contemplated by the Merger Agreement; (v) the Company and its affiliates would be irreparably damaged if High were to provide services to any person or entity in violation of the provisions of this Agreement; (Avi) for a period the scope and duration of one year after the Date of Termination, he will not, within the Area of Mutual Interest, Restrictive Covenants (as defined in that certain Area of Mutual Interest Agreement made as of June 23, 2003, by and among the Company, CCBM, Inc., Section 3) are reasonably designed to protect a Delaware corporation, Carrizo Oil & Gas, Inc., a Delaware corporation, Rocky Mountain Gas, Inc., a Wyoming corporation, U.S. Energy, Inc., a Delaware corporation, and the CSFB Parties (the "Relevant Geographic Area") (i) accept employment, advise, assist or render service in any way, directly or indirectly, to any person that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, executive, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business protectable interest of the Company or any and its affiliates and are not excessive in light of its affiliated companies the circumstances; and (Bvii) High has a means to support High and High's dependents, if any, other than by engaging in activities prohibited by this Section 1. (b) High hereby agrees that for a period of two years after the Date date of Termination he will the Closing of the Acquisition (the "Restricted Period"), High shall not, on his own behalf or on behalf of any person, firm or company, directly or indirectly, solicit as employee, agent, consultant, stockholder, director, partner or offer employment to in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist any person who has been employed by or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that directly or indirectly engages or proposes to engage in the Business anywhere in or into the United States or Canada and in or into any other country in which the Company or any subsidiary thereof of its affiliates may from time to time prior to the expiration of the Restricted Period engage in the Business (collectively the "Territory"). Notwithstanding the foregoing, nothing contained herein shall be construed to prevent High from owning not more than one percent (1%) of any class of stock of any competing company which is listed on a national securities exchange or traded in the over-the-counter market, but only if High is not involved in managing the affairs of said corporation and if High, High's associates (as such term is defined in Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended), and High's affiliates collectively do not own more than an aggregate of two percent of the stock of such corporation ("Permitted Investments"). As used in this Agreement, the term "affiliate" shall have the meaning ascribed to that term in Rule 405 of the Securities Act of 1933, as amended, and shall include each past and present affiliate of such person or entity. (c) Without limiting the provisions of paragraph (b) above, High agrees that, for a period of three years after the closing of the Acquisition, High will not directly or indirectly, as employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity (i) solicit any Business from or in any way transact or seek to transact any Business with or otherwise seek to influence or alter the relationship between the Company or any of its affiliates with any person or entity to whom either the Sellers or any of their affiliates provided services or to whom High or any of their affiliates made a presentation at any time during the one-year period immediately preceding such solicitation (all the closing of the foregoing activities are collectively referred to as the "Prohibited Activity"). The Executive shall notAcquisition, directly or indirectly, make (ii) employ or cause to be made and shall use his best efforts to cause the officers, directors, employee, agents and representatives of any entity or person controlled by the Executive not to make or cause to be made, any disparaging, denigrating, derogatory solicit for employment or other negative, misleading services or false statement orally otherwise seek to influence or in writing to way alter the relationship between the Company or any of its affiliates and any person who is or entity, including members was an employee of either of the investment community, press, and customers, competitors and advisors to the Company, about the Company, its shareholders, subsidiaries Sellers or affiliates, their respective officers or members any of their boards of directors, or affiliates at any time during the business strategy or plans, policies, practices or operations of one-year period preceding the Company, its shareholders, subsidiaries or affiliatesClosing. (bd) In addition to all other remedies at law or If any portion of the restrictions set forth in equity which the Company may have for breach of a provision of this Section 7 1 should, for any reason whatsoever, be declared invalid by the Executive, it is agreed that in the event a court of any breach or attempted or threatened breach of any such provisioncompetent jurisdiction, the Company shall be entitled, upon application to any court validity or enforceability of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Executive prohibiting such breach or attempted or threatened breach by proving only the existence remainder of such breach or attempted or threatened breach. If restrictions shall not thereby be adversely affected. (e) High acknowledges that the provisions of this Section 7 should ever be deemed 1 are a material inducement to exceed the time, geographic or occupational limitations permitted by Company to enter into and consummate the applicable law, the Executive Acquisition and the Company agree would not enter into such agreements but for the agreements and covenants contained herein. High further acknowledges that such provisions shall be the territorial and are hereby reformed to the maximum time, geographic or occupational time limitations permitted by the applicable law. (c) The covenants of the Executive set forth in this Section 7 1 are independent reasonable and properly required for the adequate protection of the business and severable from every other provision goodwill of this Agreement; and the breach of any other provision of this Agreement by the Company or the breach by the Company of any other agreement between the Company and its subsidiaries and affiliates. High hereby waives, to the Executive shall not affect extent permitted by law, any and all right to contest the validity of the provisions of this Section 7 or constitute a defense 1 on the ground of the Executive in breadth of its geographic or product and service coverage or length of term. In the event any suit territorial or action brought time limitation is deemed to be unreasonable by a court of competent jurisdiction, High agrees to the Company to enforce any reduction of the provisions of this Section 7 territorial or seek any relief for the breach thereof by Executive. (d) The Executive acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 7 are ancillary or a part of; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement; including, without limitation, the provision by the Company of Confidential Information time limitation to the Executive as contemplated by Section 6, gives rise to the Company's interest in restraining and prohibiting the Executive from engaging in the Prohibited Activity within the Relevant Geographic Area as provided under this Section 7, and the Executive's covenant not to engage in the Prohibited Activity within the Relevant Geographic Area pursuant to this Section 7 is designed to enforce the Executive's consideration (area or return promises), including, without limitation, the Executive's promise to not disclose Confidential Information under this Agreementperiod which such court shall deem reasonable.

Covenant Not to Compete; Nonsolicitation. (a) Executive recognizes that in each Except with the prior written consent of the highly competitive businesses in which Company authorized by a resolution adopted by the Company is engaged, the Company's trade secrets and other Confidential Information, along with personal contacts, are Board of primary importance in securing new drilling prospects, producing property acquisitions and customers and in retaining the accounts and goodwill of present customers and protecting the business Directors of the Company. The Executive, therefore, agrees that during the Employment Period and (A) for a period of one year two (2) years after the Date of TerminationSeparation Date, he Xxxxxxx X. XxxXxxxxx (the “Executive”) will not, within the Area of Mutual Interest, as defined in that certain Area of Mutual Interest Agreement made as of June 23, 2003, by and among the Company, CCBM, Inc., a Delaware corporation, Carrizo Oil & Gas, Inc., a Delaware corporation, Rocky Mountain Gas, Inc., a Wyoming corporation, U.S. Energy, Inc., a Delaware corporation, and the CSFB Parties (the "Relevant Geographic Area") (i) accept employment, advise, assist or render service in any way, directly or indirectly, to (i) own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or otherwise be connected in any person that is engaged in manner with, including, without limitation, holding any position as a business directly competitive with the business then engaged in by the Company or any of its affiliated companies or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partnershareholder, director, officer, executive, consultant, advisor, agent, independent contractor, employee or in partner of, spokesman for, or investor in, any other capacity whatsoever, for any purpose that would be business which is competitive with (x) the business businesses of the Company or any of its affiliated companies subsidiaries or affiliates (the “Company Group”) as of the Separation Date or (y) any prospective business activity of any member of the Company Group to which any member of the Company Group has devoted more than de minimis resources in considering prior to the Separation Date (each, a “Competitor”), or (ii) act as a Competitor in an individual capacity; provided, that (A) in no event shall ownership by the Executive of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be considered a violation of this Section 1(a), so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a shareholder thereof and (B) this provision shall not bar the Executive from providing services to a Competitor, the business of which is diversified and includes at least one business unit which, standing alone, would not be a Competitor (a “Noncompeting Business Unit”), and the Executive's services relate solely to one or more Noncompeting Business Units. If the Executive commences to provide services to a Competitor, the Executive will provide the Company written assurances satisfactory to the Company that indicate that the Executive will not, directly or indirectly, provide services other than to one or more Noncompeting Business Units for a period of two (2) years following the Separation Date. The Executive acknowledges that the Company may also require, and will use his reasonable best efforts to assist the Company to obtain, such written assurances from the Competitor. (b) Except with the prior written consent of the Company authorized by a resolution adopted by the Board of Directors of the Company, for a period of two (2) years after the Date of Termination he will notSeparation Date, on his own behalf or on behalf of any person, firm or company, directly or indirectly, solicit or offer employment to any person who has been employed by the Company or any subsidiary thereof at any time during the one-year period immediately preceding such solicitation (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). The Executive shall not, directly or indirectly: i. take any action to solicit or divert any material business or customers away from any member of the Company Group; ii. induce customers, make or cause to be made and shall use his best efforts to cause the officerspotential customers, directors, employeesuppliers, agents and representatives or other Persons under contract or otherwise associated or doing business with any member of the Company Group to terminate, reduce or alter any such association or business; or iii. induce any person who is, or within twelve (12) months prior to the date of such contact, inducement or solicitation was, employed by any member of the Company Group to (A) terminate his or her employment, (B) accept employment with another Person, or (C) interfere with the customers or suppliers of any entity or person controlled by the Executive not to make or cause to be made, any disparaging, denigrating, derogatory or other negative, misleading or false statement orally or in writing to way person or entity, including members member of the investment community, press, and customers, competitors and advisors to the Company, about the Company, its shareholders, subsidiaries Company Group or affiliates, their respective officers or members of their boards of directors, or the business strategy or plans, policies, practices or operations otherwise interfere with any member of the Company, its shareholders, subsidiaries or affiliates. (b) In addition to all other remedies at law or Company Group in equity which the Company may have for breach of a provision of this Section 7 by the Executive, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company shall be entitled, upon application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) against the Executive prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations permitted by the applicable law, the Executive and the Company agree that such provisions shall be and are hereby reformed to the maximum time, geographic or occupational limitations permitted by the applicable lawmanner. (c) The covenants of the Executive restrictions set forth in this Section 7 1 are independent of and severable from every other provision of this Agreement; considered by the Executive and the breach Company to be reasonable. However, if any such restriction is found to be unenforceable by a court of any other provision competent jurisdiction because it extends for too long a period of this Agreement by time or over too great a range of activities or is too broad a geographic area, it shall be interpreted to extend only over the Company maximum period of time, range of activities or the breach by the Company of any other agreement between the Company geographic area as to which it may be enforceable, and the Executive shall not affect parties expressly request and authorize such court to amend the validity of the provisions terms of this Section 7 or constitute a defense of the Executive 1 in any suit or action brought by the Company whatever manner necessary to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Executive. (d) The Executive acknowledges, agrees render it valid and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 7 are ancillary or a part of; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement; including, without limitation, the provision by the Company of Confidential Information to the Executive as contemplated maximum extent permitted by Section 6, gives rise to the Company's interest in restraining and prohibiting the Executive from engaging in the Prohibited Activity within the Relevant Geographic Area as provided under this Section 7, and the Executive's covenant not to engage in the Prohibited Activity within the Relevant Geographic Area pursuant to this Section 7 is designed to enforce the Executive's consideration (or return promises), including, without limitation, the Executive's promise to not disclose Confidential Information under this Agreementlaw.

Covenant Not to Compete; Nonsolicitation. (a) a. Executive hereby acknowledges and recognizes that in each of the highly competitive businesses in which the Company is engaged, the Company's trade secrets and other Confidential Information, along with personal contacts, are nature of primary importance in securing new drilling prospects, producing property acquisitions and customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The ExecutiveCorporation and the Bank and accordingly agrees that, thereforeduring and for the applicable period set forth in Section 5(c) hereof, agrees that during the Employment Period and (A) for a period of one year after the Date of Termination, he will Executive shall not, within except as otherwise permitted in writing by the Area of Mutual Interest, as defined in that certain Area of Mutual Interest Agreement made as of June 23, 2003, by and among the Company, CCBM, Inc., a Delaware corporation, Carrizo Oil & Gas, Inc., a Delaware corporation, Rocky Mountain Gas, Inc., a Wyoming corporation, U.S. Energy, Inc., a Delaware corporation, Corporation and the CSFB Parties (the "Relevant Geographic Area") Bank: (i) accept employment, advise, assist or render service in any waybe engaged, directly or indirectly, to either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as a passive investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person that is person, firm, corporation or enterprise engaged in a business directly competitive with (1) banking (including bank holding company) or financial services industry, or (2) any other activity in which the business then engaged in by Corporation, the Company Bank, or any of its affiliated companies or subsidiaries are engaged, in Columbia, Luzerne, Lycoming, Monroe, Montour, and Lackawanna counties (the “Non-Competition Area”); (ii) enter into provide financial or take part in or lend his name, counsel or other assistance to any businessperson, either as proprietorfirm, principal, investor, partner, director, officer, executive, consultant, advisor, agent, independent contractorcorporation, or enterprise engaged in (1) banking (including bank holding company) or financial services industry, or (2) any other capacity whatsoever, for any purpose that would be competitive with activity in which the business of Corporation or the Company Bank or any of its affiliated companies and (B) for a period of two years after the Date of Termination he will notaffiliates or subsidiaries are engaged, on his own behalf or on behalf of any person, firm or company, directly or indirectly, solicit or offer employment to any person who has been employed by the Company or any subsidiary thereof at any time during the one-year period immediately preceding such solicitation (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). The Executive shall not, directly or indirectly, make or cause to be made and shall use his best efforts to cause the officers, directors, employee, agents and representatives of any entity or person controlled by the Executive not to make or cause to be made, any disparaging, denigrating, derogatory or other negative, misleading or false statement orally or in writing to way person or entity, including members of the investment community, press, and customers, competitors and advisors to the Company, about the Company, its shareholders, subsidiaries or affiliates, their respective officers or members of their boards of directors, or the business strategy or plans, policies, practices or operations of the Company, its shareholders, subsidiaries or affiliates. (b) In addition to all other remedies at law or in equity which the Company may have for breach of a provision of this Section 7 by the Executive, it is agreed that in the event of any breach or attempted or threatened breach of any such provision, the Company shall be entitled, upon application to any court of proper jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or Non-Competition Area; (iii) posting directly or indirectly solicit persons or entities who were customers or referral sources of the Corporation or the Bank or their subsidiaries within six (6) months of Executive’s termination of employment, to become a customer or referral source of a person or entity other than the Corporation or the Bank or its subsidiaries; or (iv) directly or indirectly solicit employees of the Corporation or the Bank or its subsidiaries who were employed within two (2) years of Executive’s termination of employment to work for anyone other than the Corporation or the Bank or their subsidiaries. b. It is expressly understood and agreed that, although Executive and the Corporation and the Bank consider the restrictions contained in Section 5(a) hereof reasonable for the purpose of preserving for the Corporation and the Bank and its subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any bond with respect theretoother restriction contained in Section 5(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the Executive prohibiting provisions of Section 5(a) hereof shall not be rendered void but shall be deemed amended to apply as to such breach maximum time and territory and to such other extent as such court may judicially determine or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. If the indicate to be reasonable. c. The provisions of this Section 7 should ever be deemed to exceed the time, geographic or occupational limitations permitted by the applicable law, the Executive and the Company agree that such provisions 5 shall be and are hereby reformed to applicable, commencing on the maximum time, geographic or occupational limitations permitted by the applicable law. (c) The covenants of the Executive set forth in this Section 7 are independent of and severable from every other provision of this Agreement; and the breach of any other provision date of this Agreement by the Company or the breach by the Company of any other agreement between the Company and the Executive shall not affect the validity of the provisions of this Section 7 or constitute a defense of the Executive in any suit or action brought by the Company to enforce any of the provisions of this Section 7 or seek any relief for the breach thereof by Executiveending twenty-four (24) months later. (d) The Executive acknowledges, agrees and stipulates that: (i) the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 7 are ancillary or a part of; (ii) the consideration provided by the Company under this Agreement is not illusory; and (iii) the consideration given by the Company under this Agreement; including, without limitation, the provision by the Company of Confidential Information to the Executive as contemplated by Section 6, gives rise to the Company's interest in restraining and prohibiting the Executive from engaging in the Prohibited Activity within the Relevant Geographic Area as provided under this Section 7, and the Executive's covenant not to engage in the Prohibited Activity within the Relevant Geographic Area pursuant to this Section 7 is designed to enforce the Executive's consideration (or return promises), including, without limitation, the Executive's promise to not disclose Confidential Information under this Agreement.