Common use of No Competition Clause in Contracts

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and PennsylvaniaYork, Pennsylvania or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. EmployeeThe Executive's employment is subject to the condition that during the term of his employment hereunder and for a period of 12 months following the period specified date his employment ceases for any reason (the "Date of Termination") except within six months prior to, or 12 months following, a Change of Control (described in paragraph 8(c) belowSection 4), Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer the Employer, Partners Trust or by any group, affiliate, division or subsidiary of Employerthe Employer or Partners Trust, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee The Executive shall keep the Employer fully advised as to any activity, interest, or investment Employee the Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by the Employer or any group, division, affiliate or subsidiary of the Employer unless 5% or more of the Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of such Employer's consolidated assets are devoted to, such business; (ii) no business shall be deemed to be a business conducted by Partners Trust or any group, division, affiliate or subsidiary of Partners Trust unless 5% or more of Partners Trust's consolidated gross sales or operating revenues is derived from, or 5% or more of such Partners Trust's consolidated assets are devoted to, such business, (iii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Employer or Partners Trust or any group, division or subsidiary of such Employer or Partners Trust unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iiiiv) no business which is conducted by the Employer or Partners Trust at the Date of Termination and which subsequently is sold by the Employer or Partners Trust shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraphsubsection.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and PennsylvaniaYork, Pennsylvania or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, not directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and PennsylvaniaYork, Pennsylvania or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph Paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for a period of 24 months following the period specified in paragraph 8(c) belowdate his employment ceases for any reason (the "Date of Termination"), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and York, Pennsylvania, Vermont, Massachusetts or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. EmployeeThe Executive's employment is subject to the condition that during the term of his employment hereunder and for a period of 24 months following the period specified date his employment ceases for any reason except within six months prior to, or 24 months following, a Change of Control (described in paragraph 8(c) belowSection 4), Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by the Employer or by any group, affiliate, division or subsidiary of the Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee The Executive shall keep the Employer fully advised as to any activity, interest, or investment Employee the Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by an Employer or any group, division, affiliate or subsidiary of an Employer unless 5% or more of such Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of such Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by an Employer or any group, division or subsidiary of such Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by the Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraphsubsection.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and PennsylvaniaYork, Pennsylvania or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee's termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business business (a "" Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, Employer in the states of New York and or Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's The Executive’s employment is subject to the condition that during the term of his employment hereunder and for a period of 24 months following the period specified date his employment ceases for any reason except within six months prior to, or 24 months following, a Change of Control (described in paragraph 8(c) belowSection 4), Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by the Employer or by any group, affiliate, division or subsidiary of the Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee The Executive shall keep the Employer fully advised as to any activity, interest, or investment Employee the Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by an Employer or any group, division, affiliate or subsidiary of an Employer unless 5% or more of such Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of such Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by an Employer or any group, division or subsidiary of such Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by the Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraphsubsection.

No Competition. Employee's The Executive’s employment is subject to the condition that (i) during the term of his employment hereunder and for a period of thirty-six (36) months following the period specified date his employment ceases for any reason or no reason at all (including, but not limited to, a termination by the Employer without Cause (described in paragraph 8(cSection 3(f) of this Agreement)) (the “Date of Termination”), except as provided below, Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant consultant, agent or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by the Employer or by any group, affiliate, division or subsidiary of the Employer, in any area or market where such business is being conducted at the states Date of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industryTermination. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by the Employer or any group, division, affiliate or subsidiary of the Employer unless 5% or more of the Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of the Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by the Employer or any group, division or subsidiary of the Employer unless it is one from which 25% or more of its consolidated gross sales or operating revenues is derived, or to which 25% or more of its consolidated assets are devoted; and (iii) no business which is conducted by the Employer at the Date of Termination and which subsequently is sold by the Employer or its affiliates shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to During the condition that during Restricted Period, the term Shareholder shall not (except in its provision of his employment hereunder and services for the period specified Company or any of its Subsidiaries), and shall cause its Affiliates not to, in paragraph 8(c) below, Employee shall noteach case, directly or indirectlyindirectly (on its own behalf or on behalf of any other Person, in any capacity), (a) own, acquire or control any interest, financial or otherwise, in, and/or otherwise manage, operate, control control, or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant loan or otherwise provide financing or financial assistance of any kind to, be employed by, permit his, her or its name to be used in connection with, or have any financial interest otherwise provide competing services to, or otherwise engage in, or aid or assist anyone else in any Business throughout the conduct ofRestricted Territory, any entity or business (a "Competitive Operation"b) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of conducting or engaging in any Business, call upon, solicit, advertise or otherwise do, or attempt to do, business with any clients, suppliers, customers, accounts of the foregoing provisions Company or any of this paragraphits Subsidiaries or any other material business relation of the Company or any of its Subsidiaries or (c) intentionally interfere or attempt to interfere with the business of the Company or any of its Subsidiaries or intentionally persuade or attempt to persuade any customer, prospective customer, independent contractor or supplier of the Company or any of its Subsidiaries to discontinue or alter such person’s relationship with the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Shareholder and its Affiliates shall be entitled to own not more than five percent (5%) of the issued and outstanding equity securities of any class of any publicly-traded securities of any company so long as neither the Shareholder nor any of its Affiliates have any active participation in the business of such company. For the purpose hereof, (i) no business shall be deemed to be a business conducted by Employer “Restricted Territory” means any state, province, territory or country in which the Company or any groupof its Subsidiaries currently operates or where the products of the Company or any of its Subsidiaries are sold, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; and (ii) no “Business” means any business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive that competes with any business conducted by Employer service or product offering that, as of the Closing Date, the Company or any group, division of is Subsidiaries engages in or subsidiary of Employer unless it has actively contemplated to engage in (based upon demonstrable planning that is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraphevidenced in writing).

No Competition. Employee's The Executive’s employment is subject to the condition that (i) during the term of his employment hereunder and for a period of thirty-six (36) months following the period specified date his employment ceases for any reason or no reason at all (including, but not limited to, a termination by the Employers without Cause (described in paragraph 8(cSection 3(f) of this Agreement) (the “Date of Termination”), except as provided below, Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant consultant, agent or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer either of the Employers or by any group, affiliate, division or subsidiary of Employereither of the Employers, in any area or market where such business is being conducted at the states Date of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industryTermination. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by an Employer or any group, division, affiliate or subsidiary of an Employer unless 5% or more of such Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of such Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by an Employer or any group, division or subsidiary of such Employer unless it is one from which 25% or more of its consolidated gross sales or operating revenues is derived, or to which 25% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer the Employers at the Date of Termination and which subsequently is sold by either Employer or its affiliates shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, within a 50 mile radius of Xxxxxx-Xxxxx, Pennsylvania, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, Employer in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to (a) During the condition that during the term of Term, and unless his employment hereunder and terminates pursuant to Section 14 or by action of the Company other than pursuant to Section 13, for the a further period specified in paragraph 8(cof one (1) belowyear thereafter, Employee Executive shall not, directly or indirectly: (i) own, owncontrol, manage, operate, control participate or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest invest in, or aid otherwise be connected with, in any manner, any business activity, venture or assist anyone else enterprise which is engaged in any Business in which either of the Companies (or Associated Company other than JAKKS and its other subsidiaries other than the Company or Far East) engages at any time during the Term within England (in the conduct of, any entity case of the Company) or business Hong Kong (a "Competitive Operation") which competes in the banking industry case of Far East) or with any other country within which the relevant Company actively conducts business conducted during the Term; provided, however, that Executive may invest his funds in securities of an issuer engaged in such business if the securities of such issuer are listed for trading on a recognized investment exchange (as defined by Employer Section 285 of the Financial Services and Markets Act 2000) or by any groupactively traded in an over-the-counter market and Executive's holdings therein represent less than one percent (1%) of the total number of shares or principal amount of the securities of such issuer outstanding, affiliateand provided further, division or subsidiary of Employer, that Executive shall not be limited in the states number or amount of New York and Pennsylvania. Employee JAKKS securities that he may own; or (ii) for himself or on behalf of any other person, employ or engage any Person who at the time shall keep Employer fully advised as to have been within the preceding 12-month period an employee of either of the Companies (or any activityAssociated Company) other than by public solicitation generally made, interestcontact any supplier, customer or investment Employee may have in any way related to employee of either of the banking industry. It is understood and agreed that, Companies (or such Associated Company) for the purposes purpose of soliciting or diverting any supplier, customer or employee from the foregoing Companies (or such Associated Company). (b) Executive acknowledges that the provisions of this paragraphSection, and the period of time and geographic scope and type of restrictions on his activities set forth herein, are reasonable and necessary for the protection of the Companies. Notwithstanding the foregoing, if (i) no business the geographic scope of the restriction set forth in this Section 11 is determined to be unreasonable then the scope of the restriction shall be narrowed to that geographic area deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary reasonable under all of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived fromthe relevant facts and circumstances, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee the duration of the restriction is employed or in which he is interested or with which he is connected or associated determined to be unreasonable then the duration of the restriction shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it reduced to such period as is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% reasonable under all of the voting stock of any publicly held corporation shall not constitute a violation of this paragraphrelevant facts and circumstances.

No Competition. Employee's employment is subject to the -------------- condition that during the term of his employment hereunder and for a period of 24 months following the period specified in paragraph 8(cdate his employment ceases for any reason except for a termination by Employer without cause pursuant to subparagraph 4(f) below(the "Date of Termination"), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for a period of 24 months following the period specified in date his employment ceases for any reason except for a termination by Employer without cause pursuant to paragraph 8(c4(e) below(the “Date of Termination”), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph. -35- Notwithstanding the restrictive covenants set forth in paragraph 6(b), in the event this Agreement is not renewed upon its expiration as set forth in paragraph 1 (a) following the good faith negotiations of the parties, then in that situation only, the period of noncompetition shall continue for six months following the Date of Termination (instead of for two years). In this event of non-renewal, the Employer at its sole option may extend that period of noncompetition for an additional six-month period (for a total of 12 months following the Date of Termination) upon electing to pay an amount to Employee equal to six months of his final base salary amount. If Employer elects to extend the noncompetition period for the additional six month period it will advise Employee in writing with 30 days of the Date of Termination and the payment equivalent to six months’ base salary shall be paid to Employee in six equal monthly installments commencing within six months following the Date of Termination.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states same counties of New York and PennsylvaniaYork, Pennsylvania or any other state in which the Employer or any such group, affiliate, division or subsidiary conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, Employer in the states of New York and or Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, in the states of New York or Pennsylvania, or in any state that is contiguous to New York or Pennsylvania, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and PennsylvaniaCBNA. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested interested, or with which he is connected or associated associated, shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. EmployeeThe Executive's employment is subject to the condition that during the term of his her employment hereunder and for a period of 12 months following the period specified date her employment ceases for any reason (the "Date of Termination") except within six months prior to, or 12 months following, a Change of Control (described in paragraph 8(c) belowSection 4), Employee the Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer the Employer, Partners Trust or by any group, affiliate, division or subsidiary of Employerthe Employer or Partners Trust, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee The Executive shall keep the Employer fully advised as to any activity, interest, or investment Employee the Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by the Employer or any group, division, affiliate or subsidiary of the Employer unless 5% or more of the Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of such Employer's consolidated assets are devoted to, such business; (ii) no business shall be deemed to be a business conducted by Partners Trust or any group, division, affiliate or subsidiary of Partners Trust unless 5% or more of Partners Trust's consolidated gross sales or operating revenues is derived from, or 5% or more of such Partners Trust's consolidated assets are devoted to, such business, (iii) no business conducted by any entity by which Employee the Executive is employed or in which he is interested or with which he she is connected or associated shall be deemed competitive with any business conducted by the Employer or Partners Trust or any group, division or subsidiary of such Employer or Partners Trust unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iiiiv) no business which is conducted by the Employer or Partners Trust at the Date of Termination and which subsequently is sold by the Employer or Partners Trust shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation entity shall not constitute a violation of this paragraphsubsection.

No Competition. Employee's Executive’s employment is subject to the condition that during the term of his Executive’s employment hereunder and for a period of twenty-four (24) months following the period specified in date Executive’s employment ceases for any reason except for a termination by Employer without Cause pursuant to paragraph 8(c3(e) below(the “Date of Termination”), Employee Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employeeexecutive, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of EmployerEmployer within a fifty (50) mile radius of Syracuse, in the states of New York and PennsylvaniaYork. Employee Executive shall keep Employer fully advised as to any activity, interest, or investment Employee Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee Executive is employed or in which he Executive is interested or with which he Executive is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to -------------- the condition that during the term of his employment hereunder and for a period of 12 months following the period specified in paragraph 8(c) belowdate of termination of his employment (the "Date of Termination"), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, to such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for a period of 24 months following the period specified in date his employment ceases for any reason except for a termination by Employer without cause pursuant to paragraph 8(c4(e) below(the “Date of Termination”), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph. Notwithstanding the restrictive covenants set forth in paragraph 6(b), in the event this Agreement is not renewed upon its expiration as set forth in paragraph 1(a) following the good faith negotiations of the parties, then in that situation only, the period of noncompetition shall continue for six months following the Date of Termination (instead of for two years). In this event of non-renewal, the Employer at its sole option may extend that period of noncompetition for an additional six-month period (for a total of 12 months following the Date of Termination) upon electing to pay an amount to Employee equal to six months of his final base salary amount. If Employer elects to extend the noncompetition period for the additional six month period it will advise Employee in writing with 30 days of the Date of Termination and the payment equivalent to six months’ base salary shall be paid to Employee in six equal monthly installments commencing within six months following the Date of Termination.

No Competition. Employee's Executive’s employment is subject to the condition that during the term of his Executive’s employment hereunder and for a period of twelve (12) months following the period specified in date Executive’s employment ceases for any reason except for a termination by Employer without Cause pursuant to paragraph 8(c3(e) below(the “Date of Termination”), Employee Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employeeexecutive, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of EmployerEmployer within a fifty (50) mile radius of Syracuse, in the states of New York and PennsylvaniaYork. Employee Executive shall keep Employer fully advised as to any activity, interest, or investment Employee Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee Executive is employed or in which he Executive is interested or with which he Executive is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 51% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and or Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's Executive’s employment is subject to the condition that during the term of his Executive’s employment hereunder and for a period of twelve (12) months following the period specified in date Executive’s employment ceases for any reason except for a termination by Employer without Cause pursuant to paragraph 8(c3(e) below(the “Date of Termination”), Employee Executive shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employeeexecutive, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of EmployerEmployer within a fifty (50) mile radius of Syracuse, in the states of New York and PennsylvaniaYork. Employee Executive shall keep Employer fully advised as to any activity, interest, or investment Employee Executive may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee Executive is employed or in which he Executive is interested or with which he Executive is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.this

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, in the states of New York or Pennsylvania, or in any state that is contiguous to New York or Pennsylvania, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and PennsylvaniaCBNA. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's ’s employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the formation or conduct of, any entity or business (a "“Competitive Operation"”) which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employerits Affiliates, in the states same counties of New York and York, Pennsylvania, Vermont, Massachusetts or any other state in which the Employer or its Affiliates conducts business. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industryindustry or the financial services provided by Employer. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer its Affiliates unless 5% or more of Employer's ’s consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's ’s consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer its Affiliates unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at on the Date date of Termination Employee’s termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes within a 50 mile radius of Xxxxxx-Xxxxx, Pennsylvania, in the banking industry or with any other banking or financial services business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition that during the term of his employment hereunder and for the period specified in paragraph 8(c) below, Employee shall not, within a 50 mile radius of Wilkes-Barre, Pennsylvania, directly or indirectly, own, manage, operateopexxxx, control xxxxxxl or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in the states of New York and Pennsylvania. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division division, affiliate or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.

No Competition. Employee's employment is subject to the condition -------------- that during the term of his employment hereunder and for a period of 12 months following the period specified in paragraph 8(c) belowdate of termination of his employment (the "Date of Termination"), Employee shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected as an officer, employee, partner, director, individual proprietor, lender, consultant or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (a "Competitive Operation") which competes in the banking industry or with any other business conducted by Employer or by any group, affiliate, division or subsidiary of Employer, in any area or market where such business is being conducted at the states Date of New York and PennsylvaniaTermination. Employee shall keep Employer fully advised as to any activity, interest, or investment Employee may have in any way related to the banking industry. It is understood and agreed that, for the purposes of the foregoing provisions of this paragraph, (i) no business shall be deemed to be a business conducted by Employer or any group, division, affiliate or subsidiary of Employer unless 5% or more of Employer's consolidated gross sales or operating revenues is derived from, or 5% or more of Employer's consolidated assets are devoted to, to such business; (ii) no business conducted by any entity by which Employee is employed or in which he is interested or with which he is connected or associated shall be deemed competitive with any business conducted by Employer or any group, division or subsidiary of Employer unless it is one from which 2% or more of its consolidated gross sales or operating revenues is derived, or to which 2% or more of its consolidated assets are devoted; and (iii) no business which is conducted by Employer at the Date of Termination and which subsequently is sold by Employer shall, after such sale, be deemed to be a Competitive Operation within the meaning of this paragraph. Ownership of not more than 5% of the voting stock of any publicly held corporation shall not constitute a violation of this paragraph.