Common use of Forfeiture Provision Clause in Contracts

Forfeiture Provision. The Director shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement, the Director, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Director’s responsibilities will include providing banking or other financial services within twenty-five (25) miles of any office maintained by the Bank as of the date of Separation from Service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Service; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director or the Bank, to the knowledge of the Director provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Service; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the Director, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Director.

Forfeiture Provision. The Director Executive shall forfeit forfeit, for the Executive and the Beneficiary, any non-distributed unpaid benefits under this Agreement hereunder, if during the term of this Agreement, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, directortrustee, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Director’s Executive's responsibilities will include providing banking or other financial services within twenty-five fifty (2550) miles of any office maintained by the Bank Employer as of the date of Separation from Service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of Employer within the date of three (3) years immediately preceding Separation from Service; (iii) assists, advises, or serves in any capacitycapacity with, representative or otherwise, any third party in any action against the Bank Employer or in opposition to any transaction involving the BankEmployer; (iv) sells, offers to sell, sell or provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contractcontracts, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Employer (the preceding hereinafter referred to as “"Services”"), to or from any person or entity from whom the Director Executive or the BankEmployer, to the knowledge of the Director Executive, provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during within the three (3) year period years immediately prior to preceding Separation from Service; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankEmployer, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, customers of the BankEmployer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankEmployer, earnings or other information concerning the BankEmployer. The restrictions contained in this subparagraph (v) apply to all information regarding the BankEmployer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive. Notwithstanding the foregoing, this Section 7.10 shall not apply following Change in Control.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twelve (12) months following a Separation from Service, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution institution, if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twenty-five (25) miles to a financial institution that maintains its main office in the Farmington Valley of any office maintained by the Bank Connecticut as of the date of Separation from Servicethe termination of the Executive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the Bank, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.

Forfeiture Provision. The Director shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twenty-four (24) months following a Separation from Service, the Director, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Director’s responsibilities will include providing banking or other financial services within twentythe THE NATIONAL UNION BANK OF KINDERHOOK Phantom Stock Appreciation Rights Agreement thirty-five (2535) miles of any office maintained by the Bank as of the date of Separation from Servicethe termination of the Director’s service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Director’s service; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director or the Bank, to the knowledge of the Director provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Director’s service; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the Director, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Director. The Director specifically acknowledges that the forfeiture provisions set forth above are reasonable and necessary to protect the Bank’s legitimate interests and are not unreasonably burdensome to the Director. If any of the restrictions contained herein shall be held to be excessively broad as to time or geographic area, it shall be deemed amended to the extent necessary to be valid and enforceable under applicable state law.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twenty-five (25) miles of any office maintained by the Bank as of the date of Separation from Service300 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank Employer as of the date of Separation from Service; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank Employer or transaction involving the BankEmployer; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the BankEmployer, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three one (31) year period immediately prior to Separation from Service; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankEmployer, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the BankEmployer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankEmployer, earnings or other information concerning the BankEmployer. The restrictions contained in this subparagraph (v) apply to all information regarding the BankEmployer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive. Notwithstanding the foregoing, following a Change in Control or Involuntary Termination not for Cause, only provision (v) shall apply; provisions (i), (ii), (iii), (iv) shall not apply.

Forfeiture Provision. The Director Executive shall forfeit forfeit, for the Executive and the Beneficiary, any non-distributed unpaid benefits under this Agreement hereunder, if during the term of this Agreement, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, directortrustee, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twenty-five fifty (2550) miles of any office maintained by the Bank Employer as of the date of Separation from Service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of Employer within the date of three (3) years immediately preceding Separation from Service; (iii) assists, advises, or serves in any capacitycapacity with, representative or otherwise, any third party in any action against the Bank Employer or in opposition to any transaction involving the BankEmployer; (iv) sells, offers to sell, sell or provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contractcontracts, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the BankEmployer, to the knowledge of the Director Executive, provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during within the three (3) year period years immediately prior to preceding Separation from Service; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankEmployer, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, customers of the BankEmployer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankEmployer, earnings or other information concerning the BankEmployer. The restrictions contained in this subparagraph (v) apply to all information regarding the BankEmployer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive. Notwithstanding the foregoing, this Section 7.10 shall not apply following Change in Control.

Forfeiture Provision. The Director shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twenty-four (24) months following a Separation from Service, the Director, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company):): THE NATIONAL UNION BANK OF KINDERHOOK Phantom Stock Appreciation Rights Agreement (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Director’s responsibilities will include providing banking or other financial services within twentythe thirty-five (2535) miles of any office maintained by the Bank as of the date of Separation from Servicethe termination of the Director’s service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Director’s service; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director or the Bank, to the knowledge of the Director provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Director’s service; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the Director, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Director.. The Director specifically acknowledges that the forfeiture provisions set forth above are reasonable and necessary to protect the Bank’s legitimate interests and are not unreasonably burdensome to the Director. If any of the restrictions contained herein shall be held to be excessively broad as to time or geographic area, it shall be deemed amended to the extent necessary to be valid and enforceable under applicable state law. THE NATIONAL UNION BANK OF KINDERHOOK Phantom Stock Appreciation Rights Agreement

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreementwithin twelve (12) months following a Separation from Service, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twenty-five (25) miles of any office maintained by the Bank Polk County, Florida as of the date of Separation from Servicethe termination of the Executive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank Company as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank Company or transaction involving the BankCompany; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Company (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the BankCompany, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three one (31) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankCompany, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the BankCompany, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankCompany, earnings or other information concerning the BankCompany. The restrictions contained in this subparagraph (v) apply to all information regarding the BankCompany, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twelve (12) months following a Separation from Service, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twenty-five (25) miles of any office maintained by the Bank as of the date of Separation from Servicethe termination of the Executive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the Bank, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three one (31) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who that provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twelve (12) months following a Separation from Service, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Director’s Executive's responsibilities will include providing banking or other financial services within the twenty-five (25) miles of any office maintained by the Bank as of the date of Separation from Servicethe termination of the Executive's employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Executive's employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “"Services”"), to or from any person or entity from whom the Director Executive or the Bank, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Executive's employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.

Forfeiture Provision. The Director shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twenty-four (24) months following a Separation from Service, the Director, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Director’s responsibilities will include THE NATIONAL UNION BANK OF KINDERHOOK Phantom Stock Appreciation Rights Agreement will include providing banking or other financial services within twentythe thirty-five (2535) miles of any office maintained by the Bank as of the date of Separation from Servicethe termination of the Director’s service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Director’s service; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director or the Bank, to the knowledge of the Director provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Director’s service; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the Director, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Director. The Director specifically acknowledges that the forfeiture provisions set forth above are reasonable and necessary to protect the Bank’s legitimate interests and are not unreasonably burdensome to the Director. If any of the restrictions contained herein shall be held to be excessively broad as to time or geographic area, it shall be deemed amended to the extent necessary to be valid and enforceable under applicable state law.

Forfeiture Provision. The Director shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twenty-four (24) months following a Separation from Service, the Director, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Director’s responsibilities will include providing banking or other financial services within twentythe thirty-five (2535) miles of any office maintained by the Bank as of the date of Separation from Servicethe termination of the Director’s service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Director’s service; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director or the Bank, to the knowledge of the Director provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Director’s service; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the Director, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. , The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein THE NATIONAL UNION BANK OF KINDERHOOK Phantom Stock Appreciation Rights Agreement shall not be disclosed unless and until it becomes known to the general public from sources other than the Director. The Director specifically acknowledges that the forfeiture provisions set forth above are reasonable and necessary to protect the Bank’s legitimate interests and are not unreasonably burdensome to the Director. If any of the restrictions contained herein shall be held to be excessively broad as to time or geographic area, it shall be deemed amended to the extent necessary to be valid and enforceable under applicable state law.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if if, during the term of this Agreementperiod set forth in Section 11.4.3 below, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, directortrustee, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twenty-five (25) miles of any office maintained by the Bank Employer as of the date of Separation from Servicethe termination of the Executive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank Employer as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacitycapacity with, representative or otherwise, any third party in any action against the Bank Employer or in opposition to any transaction involving the BankEmployer; (iv) sells, offers to sell, sell or provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contractcontracts, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the BankEmployer, to the knowledge of the Director Executive, provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankEmployer, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, customers of the BankEmployer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankEmployer, earnings or other information concerning the BankEmployer. The restrictions contained in this subparagraph (v) apply to all information regarding the BankEmployer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreementwithin thirty-six (36) months following a Separation from Service, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twentyseventy-five (2575) miles of any office maintained by the Bank as of the date of Separation from Servicethe termination of the Executive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or Capstone Bank Salary Continuation Agreement financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the Bank, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three one (31) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.

Forfeiture Provision. The Director Executive shall forfeit forfeit, for the Executive and the Beneficiary, any non-distributed unpaid benefits under this Agreement hereunder, if during the term of this Agreement, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, directortrustee, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twentythirty-five (2535) miles of any office maintained by the Bank Employer as of the date of Separation from Service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-part- time or permanent basis, any individual who was employed by the Bank Employer as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacitycapacity with, representative or otherwise, any third party in any action against the Bank Employer or in opposition to any transaction involving the BankEmployer; (iv) sells, offers to sell, sell or provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contractcontracts, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the BankEmployer, to the knowledge of the Director Executive, provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankEmployer, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, customers of the BankEmployer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankEmployer, earnings or other information concerning the BankEmployer. The restrictions contained in this subparagraph (v) apply to all information regarding the BankEmployer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Director.Executive. Notwithstanding the foregoing, this Section 7.9 shall not apply following (a) Change in Control, (b) Termination for Good Reason or (c) Involuntary Termination,

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twenty-five (25) miles of any office maintained by the Bank Employer as of the date of Separation from Servicethe termination of the Executive’s employment; (ii) participates in any way anyway in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank Employer as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank Employer or transaction involving the BankEmployer; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the BankEmployer, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankEmployer, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the BankEmployer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankEmployer, earnings or other information concerning the BankEmployer. The restrictions contained in this subparagraph (v) apply to all information regarding the BankEmployer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive. Following a Change in Control or an Early Involuntary Termination the restrictions in subsection (i) above shall not apply and the restrictions in subsections (ii), (iii) and (iv) shall only apply for twelve (12) months.

Forfeiture Provision. The Director shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twenty-four (24) months following a Separation from Service, the Director, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Director’s responsibilities will include providing banking or other financial services within twentythe thirty-five (2535) miles of any office maintained by the Bank as of the date of Separation from Servicethe termination of the Director’s service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Director’s service; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director or the Bank, to the knowledge of the Director provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Director’s service; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the Director, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein THE NATIONAL UNION BANK OF KINDERHOOK Phantom Stock Appreciation Rights Agreement shall not be disclosed unless and until it becomes known to the general public from sources other than the Director. The Director specifically acknowledges that the forfeiture provisions set forth above are reasonable and necessary to protect the Bank’s legitimate interests and are not unreasonably burdensome to the Director. If any of the restrictions contained herein shall be held to be excessively broad as to time or geographic area, it shall be deemed amended to the extent necessary to be valid and enforceable under applicable state law.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twelve (12) months following a Separation from Service, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twenty-twenty five (25) miles of any office maintained by the Bank Company as of the date of Separation from Servicethe termination of the Executive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank Company as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank Company or transaction involving the BankCompany; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Company (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the BankCompany, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three one (31) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankCompany, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the BankCompany, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankCompany, earnings or other information concerning the BankCompany. The restrictions contained in this subparagraph (v) apply to all information regarding the BankCompany, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twelve (12) months following a Separation from Service, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any other bank, savings and loan or other similar financial institution if the Director’s responsibilities will include providing banking such other bank, savings and loan or other similar financial services institution maintains any office within twenty-five (25) miles of any office maintained by the Bank as of the date of Separation from Servicethe termination of the Executive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the Bank, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during within the term of this Agreement“Applicable Restriction Period” (as defined below), the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twenty-five fifty (2550) miles of any office offices (branches or otherwise) maintained by the Bank Employer as of the date of Separation from Servicethe termination of the Executive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank Employer as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank Employer or transaction involving the BankEmployer, unless the Executive is compelled to do so by a court of law or by any governmental agency or administrative or legislative body having jurisdiction to order the Executive to do so, provided that the Executive shall, to the extent lawfully permitted, give prompt written notice to the Company of such compulsion; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the BankEmployer, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Service;the termination of the Executive’s employment; or (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankEmployer, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the BankEmployer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankEmployer, earnings or other information concerning the BankEmployer. The restrictions contained in this subparagraph (v) apply to all information regarding the BankEmployer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twelve (12) months following a Separation from Service, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any other bank, savings and loan loan, mortgage company, or other similar financial institution if the Director’s responsibilities will include providing banking such other bank, savings and loan, mortgage company or other similar financial services within twenty-five (25) miles of institution maintains any office maintained by the Bank in Hartford County Connecticut as of the date of Separation from Servicethe termination of the Executive’s employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking banking, mortgage, or other financial services, assists any other person in selling or providing banking banking, mortgage, or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the Bank, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twentya seventy-five (2575) miles of any office maintained by the Bank as mile radius of the date Employer’s main office at the corner of Separation from ServiceKing and Penn Streets; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank Employer as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank Employer or transaction involving the BankEmployer; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the BankEmployer, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankEmployer, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the BankEmployer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankEmployer, earnings or other information concerning the BankEmployer. The restrictions contained in this subparagraph (v) apply to all information regarding the BankEmployer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Director.Executive. Notwithstanding the foregoing, Section 9.10(i) shall not apply following a Change in Control

Forfeiture Provision. The Director Executive shall forfeit forfeit, for the Executive and the Beneficiary, any non-distributed unpaid benefits under this Agreement hereunder, if during the term of this Agreement, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, directortrustee, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twentythirty-five (2535) miles of any office maintained by the Bank Employer as of the date of Separation from Service; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank Employer as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacitycapacity with, representative or otherwise, any third party in any action against the Bank Employer or in opposition to any transaction involving the BankEmployer; (iv) sells, offers to sell, sell or provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contractcontracts, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the BankEmployer, to the knowledge of the Director Executive, provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankEmployer, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, customers of the BankEmployer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankEmployer, earnings or other information concerning the BankEmployer. The restrictions contained in this subparagraph (v) apply to all information regarding the BankEmployer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive. Notwithstanding the foregoing, this Section 7.9 shall not apply following (a) Change in Control, (b) Termination for Good Reason or (c) Involuntary Termination.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the DirectorExecutive’s responsibilities will include providing banking or other financial services within twenty-five a fifty (2550) miles of any office maintained by the Bank as mile radius of the date Employer’s main office at the corner of Separation from ServiceKing and Penn Streets; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank Employer as of the date of Separation from Servicetermination of the Executive’s employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank Employer or transaction involving the BankEmployer; (iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank Employer (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Director Executive or the BankEmployer, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Executive’s employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the BankEmployer, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the BankEmployer, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the BankEmployer, earnings or other information concerning the BankEmployer. The restrictions contained in this subparagraph (v) apply to all information regarding the BankEmployer, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.

Forfeiture Provision. The Director Executive shall forfeit any non-distributed benefits under this Agreement if during the term of this AgreementAgreement and within twelve (12) months following a Separation from Service, the DirectorExecutive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company): (i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any other bank, savings and loan loan, mortgage company, or other similar financial institution if the Director’s responsibilities will include providing banking such other bank, savings and loan, mortgage company or other similar financial services within twenty-five (25) miles of institution maintains any office maintained by the Bank in Hartford County Connecticut as of the date of Separation from Servicethe termination of the Executive's employment; (ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of Separation from Servicetermination of the Executive's employment; (iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank; (iv) sells, offers to sell, provides banking banking, mortgage, or other financial services, assists any other person in selling or providing banking banking, mortgage, or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “"Services”"), to or from any person or entity from whom the Director Executive or the Bank, to the knowledge of the Director Executive provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Servicethe termination of the Executive's employment; (v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, to the knowledge of the DirectorExecutive, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the DirectorExecutive.