Common use of Non-Competition and Non-Solicitation Covenants Clause in Contracts

Non-Competition and Non-Solicitation Covenants. The primary service area of Employer’s business in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25)-mile radius from each banking and other office location of Employer and its subsidiaries and affiliates and a fifty (50)-mile radius from Employer’s main office in Champaign, Illinois (collectively, the “Restrictive Area”). As an essential ingredient and in consideration of this Agreement and Executive’s employment by Employer, Executive shall not, for a period of one (1) year after termination of Executive’s employment with Employer for any reason and whether such termination of employment is during the Term or after the termination or expiration of the Term (the “Restrictive Period), directly or indirectly compete with the business of Employer, including by doing any of the following (the “Restrictive Covenant”): (a) engage or invest in, own, manage, operate, control, finance, participate in the ownership, management, operation or control of, be employed by, associate with or in any manner be connected with, serve as an employee, officer or director of or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to any person, firm, partnership, corporation, trust or other entity that owns or operates, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with any office located, or to be located at an address identified in a filing with any regulatory authority, within the Restrictive Area; provided, however, that in the event a successor to First Busey succeeds to or assumes First Busey’s rights and obligations under this Agreement in connection with a Change in Control, this Section 7(a) shall apply only to the primary service areas of First Busey as they existed immediately before the Change in Control; (b) directly or indirectly, for himself or any Financial Institution: (i) induce or attempt to induce any officer of Employer or any of its subsidiaries or affiliates, or any employee who previously reported to Executive, to leave the employ of Employer or any of its subsidiaries or affiliates; (ii) in any way interfere with the relationship between Employer or any of its subsidiaries or affiliates and any such officer or employee; (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any such officer or employee; or (iv) induce or attempt to induce any customer, supplier, licensee or business relation of Employer of any of its subsidiaries or affiliates to cease doing business with Employer or any of its subsidiaries or affiliates or in any way interfere with the relationship between Employer or any of its subsidiaries or affiliates and any of their respective customers, suppliers, licensees or business relations, where Executive had personal contact with, or has accessed Confidential Information in the preceding twelve (12) months with respect to, such customers, suppliers, licensees or business relations; or (c) directly or indirectly, for himself or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of Employer or any of its subsidiaries or affiliates, where Executive, or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services that compete in whole or in part with the products, activities or services of Employer or any of its subsidiaries or affiliates. The foregoing Restrictive Covenant shall not prohibit Executive from owning directly or indirectly capital stock or similar securities that are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System that do not represent more than one percent (1%) of the outstanding capital stock of any Financial Institution.

Non-Competition and Non-Solicitation Covenants. The Employer and Executive have jointly reviewed the operations of Employer and have agreed that the primary service area of Employer’s business in which Executive Employer has and will actively participate extends separately to an area that encompasses a twenty-five ten (25)-mile 10) mile radius from each banking and other office location of Employer and its subsidiaries and affiliates Affiliates and a fifty twenty-five (50)-mile 25) mile radius from the Employer’s main office facility in ChampaignQuincy, Illinois (collectively, the “Restrictive Area”). As Therefore, as an essential ingredient of and in consideration of this Agreement and Executive’s employment by Employer, Executive shall nothereby agrees that, except with the express prior written consent of Employer, for a period of one (1) year after termination of Executive’s employment with Employer for any reason reason, other than if Executive’s employment terminates on the last day of an Employment Term after the delivery of a Non-Renewal Notice, and whether such termination of employment is during the Employment Term or after the termination or expiration of the Employment Term (the “Restrictive Period)”) (provided, however, that if Executive terminates his employment pursuant to a Constructive Discharge, the Restrictive Period shall be six (6) months) he will not directly or indirectly compete with the business of Employer, including including, but not by way of limitation, by doing any of the following (the “Restrictive Covenant”): (a) engage or invest in, own, manage, operate, control, finance, or participate in the ownership, management, operation or control of, be employed by, associate with or in any manner be connected with, serve as an employee, officer or director of or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to any person, firm, partnership, corporation, trust or other entity that which owns or operates, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with any office located, or to be located at an address identified in a filing with any regulatory authority, within the Restrictive Area; provided, however, that in the event a successor to First Busey succeeds to or assumes First Busey’s rights and obligations under this Agreement in connection with a Change in Control, this Section 7(a) shall apply only to the primary service areas of First Busey as they existed immediately before the Change in Control; (b) directly or indirectly, for himself or any Financial Institution: (i) induce or attempt to induce any officer of Employer or any of its subsidiaries or affiliatesAffiliates, or any employee who previously reported to Executive, to leave the employ of Employer or any of its subsidiaries or affiliatesAffiliates; (ii) in any way interfere with the relationship between Employer or any of its subsidiaries or affiliates Affiliates and any such officer or employee; (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any such officer or employee; or (iv) induce or attempt to induce any customer, supplier, licensee licensee, or business relation of Employer of or any of its subsidiaries or affiliates Affiliates to cease doing business with Employer or any of its subsidiaries or affiliates Affiliates or in any way interfere with the relationship between Employer or any of its subsidiaries or affiliates Affiliates and any of their respective customers, suppliers, licensees or business relations, where Executive had personal contact with, or has accessed Confidential Information in the preceding twelve (12) months with respect to, such customers, suppliers, licensees or business relations; or (c) directly or indirectly, either for himself or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of Employer or any of its subsidiaries or affiliatesAffiliates, where Executive, or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services that which compete in whole or in part with the products, activities or services of Employer or any of its subsidiaries or affiliatesAffiliates. The foregoing Restrictive Covenant shall not prohibit Executive from owning directly or indirectly capital stock or similar securities that which are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System that which do not represent more than one percent (1%) of the outstanding capital stock of any Financial Institution.

Non-Competition and Non-Solicitation Covenants. The primary service area of Employer’s business in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25)-mile radius from each banking and other office location of Employer and its subsidiaries and affiliates and a fifty (50)-mile radius from Employer’s main office in Champaign, Illinois (collectively, the “Restrictive Area”). As an essential ingredient and in consideration of this Agreement and Executive’s employment by Employer, Executive shall not, for a period of one (1) year after termination of Executive’s employment with Employer for any reason and whether such termination of employment is during the Term or after the termination or expiration of the Term (the “Restrictive Period), directly or indirectly compete with the business of Employer, including by doing any of the following (the “Restrictive Covenant”): (a) engage or invest in, own, manage, operate, control, finance, participate in the ownership, management, operation or control of, be employed by, associate with or in any manner be connected with, serve as an employee, officer or director of or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to any person, firm, partnership, corporation, trust or other entity that owns or operates, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with any office located, or to be located at an address identified in a filing with any regulatory authority, within the Restrictive Area; provided, however, that in the event a successor to First Busey succeeds to or assumes First Busey’s rights and obligations under this Agreement in connection with a Change in Control, this Section 7(a6(a) shall apply only to the primary service areas of First Busey as they existed immediately before the Change in Control; (b) directly or indirectly, for himself or any Financial Institution: (i) induce or attempt to induce any officer of Employer or any of its subsidiaries or affiliates, or any employee who previously reported to Executive, to leave the employ of Employer or any of its subsidiaries or affiliates; (ii) in any way interfere with the relationship between Employer or any of its subsidiaries or affiliates and any such officer or employee; (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any such officer or employee; or (iv) induce or attempt to induce any customer, supplier, licensee or business relation of Employer of any of its subsidiaries or affiliates to cease doing business with Employer or any of its subsidiaries or affiliates or in any way interfere with the relationship between Employer or any of its subsidiaries or affiliates and any of their respective customers, suppliers, licensees or business relations, where Executive had personal contact with, or has accessed Confidential Information in the preceding twelve (12) months with respect to, such customers, suppliers, licensees or business relations; or (c) directly or indirectly, for himself or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of Employer or any of its subsidiaries or affiliates, where Executive, or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services that compete in whole or in part with the products, activities or services of Employer or any of its subsidiaries or affiliates. The foregoing Restrictive Covenant shall not prohibit Executive from owning directly or indirectly capital stock or similar securities that are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System that do not represent more than one percent (1%) of the outstanding capital stock of any Financial Institution.

Non-Competition and Non-Solicitation Covenants. The primary service area of Employer’s business in which Executive will actively participate extends separately to an area that encompasses a twenty-five (25)-mile radius from each banking and other office location of Employer and its subsidiaries and affiliates and a fifty (50)-mile radius from Employer’s main office in Champaign, Illinois (collectively, the “Restrictive Area”). As an essential ingredient and in consideration of this Agreement and Executive’s employment by Employer, Executive shall not, for a period of one (1) year after termination of Executive’s employment with Employer for any reason and whether such termination of employment is during the Term or after the termination or expiration of the Term (the “Restrictive Period), directly or indirectly compete with the business of Employer, including by doing any of the following (the “Restrictive Covenant”): (a) engage or invest in, own, manage, operate, control, finance, participate in the ownership, management, operation or control of, be employed by, associate with or in any manner be connected with, serve as an employee, officer or director of or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to any person, firm, partnership, corporation, trust or other entity that owns or operates, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with any office located, or to be located at an address identified in a filing with any regulatory authority, within the Restrictive Area; provided, however, that in the event a successor to First Busey succeeds to or assumes First Busey’s rights and obligations under this Agreement in connection with a Change in Control, this Section 7(a) shall apply only to the primary service areas of First Busey as they existed immediately before the Change in Control; (b) directly or indirectly, for himself or any Financial Institution: (i) induce or attempt to induce any officer of Employer or any of its subsidiaries or affiliates, or any employee who previously reported to Executive, to leave the employ of Employer or any of its subsidiaries or affiliates; (ii) in any way interfere with the relationship between Employer or any of its subsidiaries or affiliates and any such officer or employee; (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any such officer or employee; or (iv) induce or attempt to induce any customer, supplier, licensee or business relation of Employer of any of its subsidiaries or affiliates to cease doing business with Employer or any of its subsidiaries or affiliates or in any way interfere with the relationship between Employer or any of its subsidiaries or affiliates and any of their respective customers, suppliers, licensees or business relations, where Executive had personal contact with, or has accessed Confidential Information in the preceding twelve (12) months with respect to, such customers, suppliers, licensees or business relations; or (c) directly or indirectly, for himself or any Financial Institution, solicit the business of any person or entity known to Executive to be a customer of Employer or any of its subsidiaries or affiliates, where Executive, or any person reporting to Executive, had personal contact with such person or entity, with respect to products, activities or services that compete in whole or in part with the products, activities or services of Employer or any of its subsidiaries or affiliates. The foregoing Restrictive Covenant shall not prohibit Executive from (i) owning directly or indirectly capital stock or similar securities that are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System that do not represent more than one percent (1%) of the outstanding capital stock of any Financial Institution, or (ii) subject to Executive’s compliance with Section 5, practicing law as a sole practitioner or as a member of a law firm, whether as a partner, shareholder, associate or of counsel.

Non-Competition and Non-Solicitation Covenants. The (a) Management Stockholder and Purchaser have jointly reviewed the operations of Purchaser, Bank and Seller Bank and have agreed that the primary service area of Employer’s the business of Purchaser and its Affiliates in which Executive Purchaser, Bank and Seller Bank have and will actively participate extends separately to an area that encompasses a twenty-five ten (25)-mile 10) mile radius from each banking and other office location of Employer Purchaser and its subsidiaries and affiliates and a fifty Affiliates (50)-mile radius from Employer’s main office in Champaign, Illinois (collectively, the “Restrictive Area”). As Therefore, as an essential ingredient of and in consideration of this Agreement and Executive’s employment by EmployerAgreement, Executive shall notManagement Stockholder hereby agrees that, except with the express prior written consent of Purchaser, for a period of one (1) year after termination of Executive’s employment with Employer for any reason and whether such termination of employment is during the Term or after the termination or expiration beginning of the Term Closing Date (the “Restrictive Period”), he will not directly or indirectly compete with the business of EmployerPurchaser or its Affiliates, including including, but not by way of limitation, by doing any of the following (the “Restrictive Covenant”): (ai) engage or invest in, own, manage, operate, control, finance, or participate in the ownership, management, operation or control of, be employed by, associate with or in any manner be connected with, serve as an employee, officer or director of or consultant to, lend his name or any similar name to, lend his credit to, or render services or advice to any person, firm, partnership, corporation, trust or other entity that which owns or operates, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) with any office located, or to be located at an address identified in a filing with any regulatory authority, within the Restrictive Area; provided, however, that in the event a successor to First Busey succeeds to or assumes First Busey’s rights and obligations under this Agreement in connection with a Change in Control, this Section 7(a) shall apply only to the primary service areas of First Busey as they existed immediately before the Change in Control; (bii) directly or indirectly, for himself or any Financial Institution: (i) induce or attempt to induce any officer of Employer Purchaser or any of its subsidiaries or affiliatesAffiliates, or any employee who previously reported to Executivethe Management Stockholder, to leave the employ of Employer Purchaser or any of its subsidiaries or affiliatesAffiliates; (ii) in any way interfere with the relationship between Employer Purchaser or any of its subsidiaries or affiliates Affiliates and any such officer or employee; (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any such officer or employee; or (iv) induce or attempt to induce any customer, supplier, licensee licensee, or business relation of Employer Purchaser of any of its subsidiaries or affiliates Affiliates to cease doing business with Employer Purchaser or any of its subsidiaries or affiliates Affiliates or in any way interfere with the relationship between Employer Purchaser or any of its subsidiaries or affiliates Affiliates and any of their respective customers, suppliers, licensees or business relations, where Executive the Management Stockholder had personal contact with, or has accessed Confidential Information in the preceding twelve (12) months with respect to, such customers, suppliers, licensees or business relations; or (ciii) directly or indirectly, either for himself or of any Financial Institution, solicit the business of any person or entity known to Executive the Management Stockholder to be a customer of Employer Purchaser or any of its subsidiaries or affiliatesAffiliates, where Executivethe Management Stockholder, or any person reporting to Executivethe Management Stockholder, had personal contact with such person or entity, with respect to products, activities or services that which compete in whole or in part with the products, activities or services of Employer Purchaser or any of its subsidiaries Affiliates. (b) For purposes of this Agreement, Purchaser’s “Affiliates” shall mean each company, corporation, partnership, bank, savings bank, savings and loan association, credit union or affiliates. The foregoing Restrictive Covenant shall not prohibit Executive from owning other financial institution, directly or indirectly capital stock indirectly, which is controlled by, controls, or similar securities that are listed on a securities exchange is under common control with, Purchaser, and “control” means (x) the ownership of 51% or quoted on the National Association of Securities Dealers Automated Quotation System that do not represent more than one percent (1%) of the outstanding capital stock voting securities or other voting interest or other equity interest of any Financial Institutioncompany, corporation, partnership, joint venture or other business entity, or (y) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such company, corporation, partnership, joint venture or other business entity. For the avoidance of doubt, each of Bank and Seller Bank shall be considered Affiliates of Purchaser for purposes of this Section 6.