Common use of NON-COMPETITION AND NON-DISCLOSURE Clause in Contracts

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period of one (1) year following the payment of termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company or its subsidiaries in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding Company, its business and property in the event of Executive's breach of this Section 8(a), agree that in the event of any such breach by Executive, the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiaries, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiaries. In the event of a breach or threatened breach by Executive of the provisions of this Section 8, the Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries or from rendering any services to any person, firm, corporation or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company from pursuing other remedies available for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Bank for a period of one (1) year following the payment of such termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company or its subsidiaries in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesBank. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyBank, its business and property in the event of Executive's breach of this Section 8(a), Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Controlpursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiariesBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its subsidiaries from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiaries, Bank as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyBank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries Bank to any person, firm, corporation, or other entity for any reason or purpose whatsoever, whatsoever unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesBank. In the event of a breach or threatened breach by Executive of the provisions of this Section 810, the Holding Company Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries Bank or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Institution for a period of one (1) year following the payment of such termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company or its subsidiaries in any city, town or county in which the Executive's normal business office is located and the Holding Company or its subsidiaries Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of DirectorsBoard. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesInstitution. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyInstitution, its business and property in the event of Executive's breach of this Section 8(a10.(a), agree that in the event of any such breach by Executive, the Holding Company Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company Institution from pursuing any other remedies available to the Institution for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiariesInstitution and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyInstitution. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company Institution or its subsidiaries affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesInstitution. Further, Executive may disclose information regarding the business activities of the Institution to the Commissioner of Banks and Real Estate of the State of Illinois ("Commissioner"), FRB and the FDIC pursuant to a formal regulatory request. In the event of a breach or threatened breach by Executive of the provisions of this Section 8Section, the Holding Company Institution will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company Institution or its subsidiaries affiliates thereof, or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Institution from pursuing any other remedies available to the Institution for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period Upon any termination of one (1) year following the payment Executive's employment hereunder pursuant to an Event of termination benefits to Executive under this agreementTermination as provided in Section 4 hereof, Executive agrees not to compete with the Holding Company or its subsidiaries for a period of one (1) year following such termination in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries has have an office or has have filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, termination except as otherwise agreed to pursuant to a resolution duly adopted by the Board of DirectorsBoard. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work in an executive capacity for or advise, consult or otherwise serve with, directly or indirectly, any entity financial institution whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyCompany or its subsidiaries, its business and property in the event of Executive's breach of this Section 8(a), Subsection 11 (a) agree that in the event of any such breach by Executive, the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or under the direction of with Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company from pursuing any other remedies available to the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiariesand affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding Company. Executive will not, during or after following the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly whatsoever except as authorized by the Board of Directors or required by lawBoard. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiaries. Further, Executive may disclose information regarding the business activities of the Holding Company to the Office of Thrift Supervision and the Federal Deposit Insurance Corporation pursuant to formal regulatory requests. In the event of a breach or threatened breach by the Executive of the provisions of this Section 811, the Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries affiliates thereof, or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company from pursuing any other remedies available to the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period of one (1) year following the payment of termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company Employers or its subsidiaries their affiliates in any city, town or county in which Executive's ’s normal business office is located and the Holding Company Employers or its subsidiaries has their affiliates have an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesEmployers. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyEmployers, its their business and property in the event of Executive's ’s breach of this Section 8(a7(a), agree that in the event of any such breach by Executive, the Holding Company Employers will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that that, in the event of the termination of his employment following a Change in Control, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiariesEmployers, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company Employers from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiariesEmployers, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company Employers or its subsidiaries their affiliates to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company Employers or its subsidiariestheir affiliates. In the event of a breach or threatened breach by Executive of the provisions of this Section 87, the Holding Company Employers will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company Employers or its subsidiaries their affiliates or from rendering any services to any person, firm, corporation or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Employers from pursuing other remedies available for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For Upon any termination of Executive's employment hereunder pursuant to an Event of Termination as provided in Section 4 hereof, Executive agrees not to compete with the Bank for a period of one (1) year following the payment of such termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company or its subsidiaries in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, termination except as otherwise agreed to pursuant to a resolution duly adopted by the Board of DirectorsBoard. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work in an executive capacity for or advise, consult or otherwise serve with, directly or indirectly, any entity financial institution whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesBank. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyBank, its business and property in the event of Executive's breach of this Section 8(a), Subsection 11 (a) agree that in the event of any such breach by Executive, the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or under the direction of with Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiariesBank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyBank. Executive will not, during or after following the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company Bank or its subsidiaries affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly whatsoever except as authorized by the Board of Directors or required by lawBoard. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesBank. Further, Executive may disclose information regarding the business activities of the Bank to the Office of Thrift Supervision and the Federal Deposit Insurance Corporation pursuant to formal regulatory requests. In the event of a breach or threatened breach by the Executive of the provisions of this Section 811, the Holding Company Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company Bank or its subsidiaries affiliates thereof, or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Institution for a period of one (1) year following the payment of such termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company or its subsidiaries in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of DirectorsBoard. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesInstitution. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyInstitution, its business and property in the event of Executive's breach of this Section 8(a), Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its subsidiaries from pursuing any other remedies available to the Holding Company or its subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or Institution and its subsidiariesaffiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyInstitution. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company Institution or its subsidiaries affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesInstitution. Further, Executive may disclose information regarding the business activities of the Institution to the Superintendent of Banks of the State of New York, the New York Banking Department, OTS and the Federal Deposit Insurance Corporation ("FDIC") pursuant to a formal regulatory request. In the event of a breach or threatened breach by Executive of the provisions of this Section 89, the Holding Company Institution will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company Institution or its subsidiaries affiliates thereof, or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Institution from pursuing any other remedies available to the Institution for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period of one (1) year following the payment of termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company Employers or its subsidiaries their affiliates in any city, town or county in which Executive's ’s normal business office is located and the Holding Company Employers or its subsidiaries has their affiliates have an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesEmployers. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyEmployers, its their business and property in the event of Executive's ’s breach of this Section 8(a), agree that in the event of any such breach by Executive, the Holding Company Employers will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that that, in the event of the termination of his employment following a Change in Control, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiariesEmployers, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company Employers from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from Executive. . - 6 - (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiariesEmployers, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company Employers or its subsidiaries their affiliates to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company Employers or its subsidiariestheir affiliates. In the event of a breach or threatened breach by Executive of the provisions of this Section 8, the Holding Company Employers will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company Employers or its subsidiaries their affiliates or from rendering any services to any person, firm, corporation or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Employers from pursuing other remedies available for such breach or threatened breach, including the recovery of damages from Executive. 9. NO ATTACHMENT.

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period Upon any termination of one (1) year following the payment Executive's employment hereunder pursuant to an Event of termination benefits to Executive under this agreementTermination as provided in Section 4 hereof, Executive agrees not to compete with the Holding Company or its subsidiaries for a period of (1) year following such termination in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries has have an office or has have filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, termination except as otherwise agreed to pursuant to a resolution duly adopted by the Board of DirectorsBoard. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work in an executive capacity for or advise, consult or otherwise serve with, directly or indirectly, any entity financial institution whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyCompany or its subsidiaries, its business and property in the event of Executive's breach of this Section 8(a), the Subsection 11 (a) agree that in the event of any such breach by Executive, the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or under the direction of with Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company from pursuing any other remedies available to the Holding Company for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiariesand affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding Company. Executive will not, during or after following the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly whatsoever except as authorized by the Board of Directors or required by lawBoard. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principlesprincipals, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiaries. Further, Executive may disclose information regarding the business activities of the Holding Company to the Office of Thrift Supervision and the Federal Deposit Insurance Corporation pursuant to formal regulatory requests. In the event of a breach or threatened breach by the Executive of the provisions of this Section 811, the Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned planned, or considered business activities of the Holding Company or its subsidiaries affiliates thereof, or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company from pursuing any other remedies available to the Holding Company for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period Upon any termination of one (1) year following the payment of termination benefits Executive's employment hereunder pursuant to Executive under this agreementSection 4 hereof, Executive agrees not to compete with the Holding Company or its subsidiaries Bank for a period of _________ (___) following such termination in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesBank. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyBank, its business and property in the event of Executive's breach of this Section 8(a), Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Controlpursuant to Section 4 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiariesBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its subsidiaries from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiaries, Bank as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyBank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries Bank to any person, firm, corporation, or other entity for any reason or purpose whatsoever, whatsoever unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesBank. In the event of a breach or threatened breach by Executive of the provisions of this Section 810, the Holding Company Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries Bank or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For Upon any termination of the Executive's employment hereunder pursuant to Section 4 hereof, the Executive agrees not to compete with the Bank for a period of one (1) year following the payment of such termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company or its subsidiaries in any city, town or county in which the Executive's normal business office is located and the Holding Company or its subsidiaries Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of DirectorsBoard. The Executive agrees that during such one (1) year period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesBank. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyBank, its business and property in the event of the Executive's breach of this Section 8(a), Subsection 10(a) agree that in the event of any such breach by the Executive, the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive's partners, agents, servants, employees and all persons acting for or under the direction of the Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from the Executive. (b) The Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiariesBank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyBank. The Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company Bank or its subsidiaries affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, the Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesBank. In the event of a breach or threatened breach by Executive of the provisions of this Section 8Further, the Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, may disclose information regarding the knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries or from rendering any services Bank to any person, firm, corporation or other entity the OTS and the Federal Deposit Insurance Corporation ("FDIC") pursuant to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company from pursuing other remedies available for such breach or threatened breach, including the recovery of damages from Executive.a formal regulatory

NON-COMPETITION AND NON-DISCLOSURE. (a) For Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Institution for a period of one (1) year following the payment of such termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company or its subsidiaries in any city, town or county in which the Executive's normal business office is located and the Holding Company or its subsidiaries Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of DirectorsBoard. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesInstitution. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyInstitution, its business and property in the event of Executive's breach of this Section 8(a), Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Controlpursuant to Section 4 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, Institution and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company Institution from pursuing any other remedies available to the Institution for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiaries, Institution as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyInstitution. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries Institution thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, whatsoever unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesInstitution. Further, Executive may disclose information regarding the business activities of the Institution to the Connecticut Department of Banks, OTS and the FDIC pursuant to a formal regulatory request. In the event of a breach or threatened breach by the Executive of the provisions of this Section 8Section, the Holding Company Institution will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries Institution or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Institution from pursuing any other remedies available to the Institution for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For Upon any termination of the Executive's employment hereunder pursuant to Section 4 hereof, the Executive agrees not to compete with the Bank for a period of one (1) year following the payment of such termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company or its subsidiaries in any city, town or county in which the Executive's normal business office is located and the Holding Company or its subsidiaries Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of DirectorsBoard. The Executive agrees that during such one (1) year period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesBank. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyBank, its business and property in the event of the Executive's breach of this Section 8(a), Subsection 10(a) agree that in the event of any such breach by the Executive, the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by the Executive, the Executive's partners, agents, servants, employees and all persons acting for or under the direction of the Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from the Executive. (b) The Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiariesBank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyBank. The Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company Bank or its subsidiaries affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, the Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesBank. Further, the Executive may disclose information regarding the business activities of the Bank to the OTS and the Federal Deposit Insurance Corporation ("FDIC") pursuant to a formal regulatory request. In the event of a breach or threatened breach by the Executive of the provisions of this Section 8Section, the Holding Company Bank will be entitled to an injunction restraining the Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company Bank or its subsidiaries affiliates thereof, or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from the Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period Upon any termination of one (1) year following the payment of termination benefits Executive's employment hereunder pursuant to Executive under this agreementSection 4 hereof, Executive agrees not to compete with the Holding Company or its subsidiaries Institution for the period in which he receives payments under Section 4(b) of this Agreement in any city, town or county in which the Executive's normal business office is located and the Holding Company or its subsidiaries Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of DirectorsBoard. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesInstitution. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyInstitution, its business and property in the event of Executive's breach of this Section 8(a), Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Controlpursuant to Section 7 hereof, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, Institution and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company Institution from pursuing any other remedies available to the Institution for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiaries, Institution as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyInstitution. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries Institution thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, whatsoever unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesInstitution. Further, Executive may disclose information regarding the business activities of the Institution to the Connecticut Department of Banks, the FDIC and any other applicable government agency pursuant to a formal regulatory request. In the event of a breach or threatened breach by the Executive of the provisions of this Section 8Section, the Holding Company Institution will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries Institution or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Institution from pursuing any other remedies available to the Institution for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period a. Upon any termination of one (1) year following the payment Executive's employment hereunder for any reason, including but not limited to expiration of termination benefits to Executive under this agreementAgreement, Executive agrees not to compete with the Holding Company Bank or its subsidiaries in United during any city, town or county period in which Executive's normal business office is located and Executive shall be entitled to compensation under this Agreement (the Holding Company or its subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of DirectorsNon-Competition Period). Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company Bank or its subsidiariesUnited. Executive further specifically agrees that he will not, for the Non-Competition Period, work in either a paid or unpaid capacity with any individual or group proposing to establish a new bank or other financial institution in the Bank's market area in Tennessee. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyUnited, its business and property in the event of Executive's breach of this Section 8(a)Section, agree that in the event of any such breach by Executive, the Holding Company United will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such hereunder that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, Bank and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from Executiveliving. (b) b. Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiariesBank and United and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyUnited. Executive will not, during or after the term of his employmentTerm, disclose any knowledge of the past, present, planned planned, or considered business activities of United or the Holding Company Bank or its subsidiaries affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which that are not solely and exclusively derived from the business plans and activities of United or the Holding Company or its subsidiariesBank. In the event of a breach or threatened breach by Executive of the provisions of this Section 8Section, the Holding Company will United shall be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of United or the Holding Company Bank or its subsidiaries affiliates thereof, or from rendering any services to any person, firm, corporation corporation, or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company from pursuing other remedies available for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period Upon any termination of one (1) year following the payment of termination benefits Executive's employment hereunder pursuant to Executive under this agreementSection 4 hereof, Executive agrees not to compete with the Holding Company or its subsidiaries Institution for the remaining term of this Agreement as of the date of such termination in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries Institution has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of DirectorsBoard. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesInstitution. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyInstitution, its business and property in the event of Executive's breach of this Section 8(a), Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company Institution, will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its subsidiaries from pursuing any other remedies available to the Holding Company or its subsidiaries for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or Institution and its subsidiariesaffiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyInstitution. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company Institution or its subsidiaries affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesInstitution. Further, Executive may disclose information regarding the business activities of the Institution to the Superintendent of Banks of the State of New York, the New York Banking Department, OTS and the Federal Deposit Insurance Corporation ("FDIC") pursuant to a formal regulatory request. In the event of a breach or threatened breach by Executive of the provisions of this Section 89, the Holding Company Institution will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company Institution or its subsidiaries affiliates thereof, or from rendering any services to any person, firm, corporation or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Institution from pursuing any other remedies available to the Institution for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period of one (1) year following the payment of termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company Employers or its subsidiaries their affiliates in any city, town or county in which Executive's ’s normal business office is located and the Holding Company Employers or its subsidiaries has their affiliates have an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesEmployers. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyEmployers, its their business and property in the event of Executive's ’s breach of this Section 8(a), agree that in the event of any such breach by Executive, the Holding Company Employers will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's ’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that that, in the event of the termination of his her employment following a Change in Control, Executive's ’s experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiariesEmployers, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company Employers from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiariesEmployers, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyEmployers. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company Employers or its subsidiaries their affiliates to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company Employers or its subsidiariestheir affiliates. In the event of a breach or threatened breach by Executive of the provisions of this Section 8, the Holding Company Employers will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company Employers or its subsidiaries their affiliates or from rendering any services to any person, firm, corporation or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Employers from pursuing other remedies available for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period of one (1) year following the payment of termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company or its subsidiaries in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiaries. The parties hereto, recognizing that irreparable injury will result to the Holding Company, its business and property in the event of Executive's breach of this Section 8(a), agree that in the event of any such breach by Executive, the Holding Company will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his her employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiaries, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding Company. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiaries. In the event of a breach or threatened breach by Executive of the provisions of this Section 8, the Holding Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries or from rendering any services to any person, firm, corporation or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company from pursuing other remedies available for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For a period Upon any termination of one (1) year following the payment Executive's employment hereunder pursuant to an Event of termination benefits to Executive under this agreementTermination as provided in Section 4 hereof, Executive agrees not to compete with the Holding Company or its subsidiaries Bank for a period of (1) year following such termination in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries has Bank have an office or has have filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, termination except as otherwise agreed to pursuant to a resolution duly adopted by the Board of DirectorsBoard. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work in an executive capacity for or advise, consult or otherwise serve with, directly or indirectly, any entity financial institution whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesBank. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyBank, its business and property in the event of Executive's breach of this Section 8(a), the Subsection 11 (a) agree that in the event of any such breach by Executive, the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or under the direction of with Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Control, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiaries, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiariesBank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyBank. Executive will not, during or after following the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company Bank or its subsidiaries affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever, unless expressly whatsoever except as authorized by the Board of Directors or required by lawBoard. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principlesprincipals, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesBank. Further, Executive may disclose information regarding the business activities of the Bank to the Office of Thrift Supervision and the Federal Deposit Insurance Corporation pursuant to formal regulatory requests. In the event of a breach or threatened breach by the Executive of the provisions of this Section 811, the Holding Company Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned planned, or considered business activities of the Holding Company Bank or its subsidiaries affiliates thereof, or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND NON-DISCLOSURE. (a) For Upon any termination of Executive's employment hereunder pursuant to Section 4 hereof, Executive agrees not to compete with the Bank for a period of one (1) year following the payment of such termination benefits to Executive under this agreement, Executive agrees not to compete with the Holding Company or its subsidiaries in any city, town or county in which Executive's normal business office is located and the Holding Company or its subsidiaries Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Board of Directors. Executive agrees that during such one (1) year period and within said cities, towns and counties, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Holding Company or its subsidiariesBank. The parties hereto, recognizing that irreparable injury will result to the Holding CompanyBank, its business and property in the event of Executive's breach of this Section 8(a), Subsection 10(a) agree that in the event of any such breach by Executive, the Holding Company Bank will be entitled, in addition to any other remedies and damages available, to an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive represents and admits that in the event of the termination of his employment following a Change in Controlpursuant to Section 7 of this Agreement, Executive's experience and capabilities are such that Executive can obtain employment in a business engaged in other lines and/or of a different nature than the Holding Company or its subsidiariesBank, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Holding Company or its subsidiaries from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive. (b) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Holding Company or its subsidiaries, Bank as it may exist from time to time, is a valuable, special and unique asset of the business of the Holding CompanyBank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries Bank to any person, firm, corporation, or other entity for any reason or purpose whatsoever, whatsoever unless expressly authorized by the Board of Directors or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Holding Company or its subsidiariesBank. In the event of a breach or threatened breach by Executive of the provisions of this Section 810, the Holding Company Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Holding Company or its subsidiaries Bank or from rendering any services to any person, firm, corporation or corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Holding Company Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive.