Common use of Non-Compete Provisions Clause in Contracts

Non-Compete Provisions. In the event of the Employee's termination of employment following a Change in Control, and the Employee becomes entitled to compensation and benefit payments under Section 2.6 of this Agreement, the Employee agrees not to compete with the Company, pursuant to the following terms and conditions. For a period of nine months following the Termination Date, the Employee shall not engage in any employment activity or directly or indirectly own (except for passive investments in which the Employee owns less than a 5% ownership interest), manage, operate, control or be employed by, participate in or be connected in any manner with the ownership, operation or control of any business that provides commercial, retail or mortgage lending services or sells financial products or services, which are competitive with or substantially similar to the commercial, retail, mortgage, trust, investment or insurance services or products of the Company, its subsidiaries and other affiliates, at any location in the States of Michigan, Indiana and Illinois. If any court shall determine that the duration or geographical limit of any restriction contained in this covenant not to compete (the "Covenant") is unenforceable under applicable law, this Covenant shall not thereby be terminated, but shall be deemed amended to the extent required to render it valid and enforceable, such amendment to apply only with respect to the operation of the Covenant in the jurisdiction of the Court that has made such determination. Other than amendments that are deemed to be made pursuant to the preceding paragraph of this Agreement, no change or modification of this Covenant shall be valid unless the same be in writing and signed by the Company and Employee. Upon a breach by Employee of this Covenant, the Company shall be entitled to recover, as liquidated damages, three-fourths (3/4) times the greater of the Employee's annual base salary in effect on the date of the Termination Date or the Employee's base salary in effect immediately prior to the date of the Change in Control. This amount shall be deducted from the payments due to the Employee pursuant to Section 2.6 of this Agreement. In the event that all payments pursuant to Section 2.6 have been made to the Employee, the Employee shall pay the aforementioned amount to the Company. If any legal action or proceeding is brought for the enforcement of this Covenant, or because of an alleged dispute, breach, default or misrepresentation in connection with this Covenant, the successful or prevailing party in such action shall be entitled to recover reasonable attorneys' fees and costs connected with such action or proceeding in addition to all other recovery or relief.

Non-Compete Provisions. In As consideration for the event first year of the Employee's termination three years of employment following a Change damage payments set forth in Control, and the Employee becomes entitled to compensation and benefit payments under Section 2.6 2.5 of this Agreement, the Employee Officer agrees not to compete with the Company, its affiliates and subsidiaries pursuant to the following terms and conditions. For a period of nine months one year following the Termination Date, the Employee Officer shall not engage in any employment activity or directly or indirectly own (except for passive investments in which the Employee Officer owns less than a 5% ownership interest), manage, operate, control or be employed by, participate in or be connected in any manner with the ownership, operation or control of any business that provides commercialengages in the sale, retail supply, transmission, or mortgage lending services distribution of electricity, natural gas, or sells financial products or servicesother forms of energy, which are competitive with or substantially similar to the commercial, retail, mortgage, trust, investment or insurance services or products of the Company, its subsidiaries and other affiliates, at any location in the States State of Michigan, Indiana and Illinois. If any court shall determine that the duration or geographical limit of any restriction contained in this covenant not to compete (the "Covenant") is unenforceable under applicable law, this Covenant shall not thereby be terminated, but shall be deemed amended to the extent required to render it valid and enforceable, such amendment to apply only with respect to the operation of the Covenant in the jurisdiction of the Court that has made such determination. Other than amendments that are deemed to be made pursuant to the preceding paragraph of this Agreement, no change or modification of this Covenant shall be valid unless the same be in writing and signed by the Company and EmployeeOfficer. Upon a breach by Employee Officer of this Covenant, the Company shall be entitled to recover, as liquidated damages, three-fourths (3/4) times the greater first year of the Employee's annual base salary in effect on the date of the Termination Date or the Employee's base salary in effect immediately prior damage payments to be made to the date Officer pursuant to Section 2.5 of the Change in Controlthis Agreement. This amount shall be deducted from the payments due to the Employee Officer pursuant to Section 2.6 2.5 of this Agreement. In the event that all payments pursuant to Section 2.6 2.5 have been made to the EmployeeOfficer, the Employee Officer shall pay the aforementioned amount to the Company. If any legal action or proceeding is brought for The Company shall also be entitled to seek injunctive relief to prevent the enforcement Officer's continued breach of this Covenant, or because of an alleged dispute, breach, default or misrepresentation in connection with this Covenant, the successful or prevailing party in such action shall be entitled to recover reasonable attorneys' fees and costs connected with such action or proceeding in addition to all other recovery or relief.

Non-Compete Provisions. In the event of the EmployeeOfficer's termination of employment following a Change in Control, and the Employee Officer becomes entitled to compensation and benefit payments under Section 2.6 of this Agreement, the Employee Officer agrees not to compete with [the Bank or] the Company, pursuant to the following terms and conditions. For a period of nine [number] months following the Termination Date, the Employee Officer shall not engage in any employment activity or directly or indirectly own (except for passive investments in which the Employee Officer owns less than a 5% ownership interest), manage, operate, control or be employed by, participate in or be connected in any manner with the ownership, operation or control of any business that provides commercial, retail or mortgage lending services or sells financial products or services, which are competitive with or substantially similar to the commercial, retail, mortgage, trust, investment or insurance services or products of the Company, its subsidiaries and other affiliates, at any location in the States of Michigan, Indiana and Illinois[geographic area]. If any court shall determine that the duration or geographical limit of any restriction contained in this covenant not to compete (the "Covenant") is unenforceable under applicable law, this the Covenant shall not thereby be terminated, but shall be deemed amended to the extent required to 7 render it valid and enforceable, such amendment to apply only with respect to the operation of the Covenant in the jurisdiction of the Court that has made such determination. Other than amendments that are deemed to be made pursuant to the preceding paragraph of this Agreement, no change or modification of this Covenant shall be valid unless the same be in writing and signed by [the Bank,] the Company and EmployeeOfficer. Upon a breach by Employee Officer of this Covenant, the Company shall be entitled to recover, as liquidated damages, threeone and one-fourths (3/4) half times the greater of the EmployeeOfficer's annual base salary in effect on the date of the Termination Date or the EmployeeOfficer's base salary in effect immediately prior to the date of the Change in Control. This amount shall be deducted from the payments due to the Employee Officer pursuant to Section 2.6 of this Agreement. In the event that all payments pursuant to Section 2.6 have been made to the EmployeeOfficer, the Employee Officer shall pay the aforementioned amount to the Company. If any legal action or proceeding is brought for the enforcement of this Covenant, or because of an alleged dispute, breach, default or misrepresentation in connection with this Covenant, the successful or prevailing party in such action shall be entitled to recover reasonable attorneys' fees and costs connected with such action or proceeding in addition to all other recovery or relief.

Non-Compete Provisions. In the event of the EmployeeOfficer's termination of employment following a Change in Control, and the Employee Officer becomes entitled to compensation and benefit payments under Section 2.6 of this Agreement, the Employee Officer agrees not to compete with the Company, pursuant to the following terms and conditions. For a period of nine eighteen months following the Termination Date, the Employee Officer shall not engage in any employment activity or directly or indirectly own (except for passive investments in which the Employee Officer owns less than a 5% ownership interest), manage, operate, control or be employed by, participate in or be connected in any manner with the ownership, operation or control of any business that provides commercial, retail or mortgage lending services or sells financial products or services, which are competitive with or substantially similar to the commercial, retail, mortgage, trust, investment or insurance services or products of the Company, its subsidiaries and other affiliates, at any location in the United States of Michigan, Indiana and IllinoisAmerica. If any court shall determine that the duration or geographical limit of any restriction contained in this covenant not to compete (the "Covenant") is unenforceable under applicable law, this Covenant shall not thereby be terminated, but shall be deemed amended to the extent required to render it valid and enforceable, such amendment to apply only with respect to the operation of the Covenant in the jurisdiction of the Court that has made such determination. Other than amendments that are deemed to be made pursuant to the preceding paragraph of this Agreement, no change or modification of this Covenant shall be valid unless the same be in writing and signed by the Company and EmployeeOfficer. Upon a breach by Employee Officer of this Covenant, the Company shall be entitled to recover, as liquidated damages, threeone and one-fourths (3/4) half times the greater of the EmployeeOfficer's annual base salary in effect on the date of the Termination Date or the EmployeeOfficer's base salary in effect immediately prior to the date of the Change in Control. This amount shall be deducted from the payments due to the Employee Officer pursuant to Section 2.6 of this Agreement. In the event that all payments pursuant to Section 2.6 have been made to the EmployeeOfficer, the Employee Officer shall pay the aforementioned amount to the Company. If any legal action or proceeding is brought for the enforcement of this Covenant, or because of an alleged dispute, breach, default or misrepresentation in connection with this Covenant, the successful or prevailing party in such action shall be entitled to recover reasonable attorneys' fees and costs connected with such action or proceeding in addition to all other recovery or relief.