Common use of NON-COMPETITION AND POST-TERMINATION OBLIGATIONS Clause in Contracts

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to termination. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the Company. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company or Executive). In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Company will be entitled to a temporary restraining order, preliminary injunction and permanent injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company or affiliates thereof. Nothing herein will be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 of this Agreement), Executive agrees not to compete with the Company for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices of the Company or any of the Company’s affiliates. Executive agrees that during such period and within said area, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) The parties hereto, recognizing that irreparable injury will result to the Company, its business and property in the event of Executive’s breach of this Section 10, agree that in the event of any such breach by Executive, the Company will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent injunction to restrain the violation hereof by Executive. Executive represents and admits that 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 Company, 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 Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to terminationparty. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Employers and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”)Thrift Supervision, the Federal Deposit Insurance Corporation (“FDIC”)Corporation, the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by the Executive of the provisions of this Section 10, the Company Employers will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Employers or affiliates thereof, or from rendering any services to any person, firm, 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 Company Employers from pursuing any other remedies available to the Company Employers for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Company Employers for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s 's breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Company Bank from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Company Bank or affiliates thereofany of its 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 Company Bank from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder for any reason other than (i) pursuant to which Executive is receiving compensation under Section 4(a)(i4(a)(iii); (ii) hereof pursuant to Section 6; or 4(a)(ii(iii) hereof, provided, however, this Section 10(d) shall not be applicable in any termination of Executive’s employment hereunder as a result of the event such termination occurs expiration of Executive’s employment term following a Change in Control (as defined in notice of non-renewal pursuant to Section 5 of this Agreement)2, Executive agrees not to compete in the banking and lending business with the Company Bank and any of its affiliates for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city or town in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities and towns, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, 15(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Company Bank from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank, the Company and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Bank, Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCC”"OTS"), the Federal Deposit Insurance Corporation (“"FDIC”"), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Company, the Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Bank and the Company will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of their affiliates, or from rendering any services to any person, firm, 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 of this Agreement)hereunder, Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s 's breach of this Section 10, 15(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive. Executive further agrees that Executive will not, in any manner whatsoever, during his employment with the Company and the Bank and for a period of one (1) year following the termination of Executive's employment, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directly or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Company of the Bank to leave their employment with the Company or the Bank. Executive further agrees that the Executive will not, in any manner whatsoever, during Executive's employment with the Company of the Bank and for a period of one (1) year following the termination of Executive's employment with the Company or the Bank, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant or in any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of any customers or clients of the Company or the Bank at the time of the termination of Executive's employment with the Company or the Bank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCC”"OTS"), the Federal Deposit Insurance Corporation (“"FDIC”"), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Company Bank or affiliates thereofany of its 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 Company Bank from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment hereunder for any reason other than (i) pursuant to which Executive is receiving compensation under Section 4(a)(i4(a)(iii); (ii) hereof pursuant to Section 6; or 4(a)(ii(iii) hereof, provided, however, this Section 10(d) shall not be applicable in any termination of Executive's employment hereunder as a result of the event such termination occurs expiration of Executive's employment term following a Change in Control (as defined in notice of non-renewal pursuant to Section 5 of this Agreement)2, Executive agrees not to compete in the banking and lending business with the Company Bank and any of its affiliates for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city or town in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities and towns, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s 's breach of this Section 10, 15(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Company Bank from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive. (e) Upon any termination of Executive's employment hereunder for any reason other than (i) pursuant to Section 4(a)(iii); (ii) pursuant to Section 6; or (iii) any termination of Executive's employment hereunder as a result of the expiration of Executive's employment term following a notice of non-renewal pursuant to Section 2, Executive agrees that Executive will not, in any manner whatsoever, for a period of one (1) year following the termination of Executive's employment with the Bank either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directory or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Bank to leave their employment with the Bank. Executive further agrees that the Executive will not, in any manner whatsoever, for a period of one (1) year following the termination of Executive's employment with the Bank, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant or in any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of any customers or clients of the Bank at the time of termination of Executive's employment with the Bank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Association as may reasonably be required by the Company Association in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to terminationparty. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Employers and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCC”"OTS"), the Federal Deposit Insurance Corporation (“"FDIC”"), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Association or Executive). 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 Association, and Executive may disclose any information regarding the Association which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by the Executive of the provisions of this Section 10, the Company Employers will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Employers or affiliates thereof, or from rendering any services to any person, firm, 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 Company Employers from pursuing any other remedies available to the Company Employers for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Company Employers for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Association has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Association. The parties hereto, recognizing that irreparable injury will result to the CompanyAssociation, its business and property in the event of Executive’s 's breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company Association will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyAssociation, 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 Company Association from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCCOTS”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Company Bank or affiliates thereofany of its 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 Company Bank from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder for any reason other than (i) pursuant to which Executive is receiving compensation under Section 4(a)(i4(a)(iii); (ii) hereof pursuant to Section 6; or 4(a)(ii(iii) hereof, provided, however, this Section 10(d) shall not be applicable in any termination of Executive’s employment hereunder as a result of the event such termination occurs expiration of Executive’s employment term following a Change in Control (as defined in notice of non-renewal pursuant to Section 5 of this Agreement)2, Executive agrees not to compete in the banking and lending business with the Company Bank and any of its affiliates for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city or town in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities and towns, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, 15(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Company Bank from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive. (e) Upon any termination of Executive’s employment hereunder for any reason other than (i) pursuant to Section 4(a)(iii); (ii) pursuant to Section 6; or (iii) any termination of Executive’s employment hereunder as a result of the expiration of Executive’s employment term following a notice of non-renewal pursuant to Section 2, Executive agrees that Executive will not, in any manner whatsoever, for a period of one (1) year following the termination of Executive’s employment with the Bank either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directory or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Bank to leave their employment with the Bank. Executive further agrees that the Executive will not, in any manner whatsoever, for a period of one (1) year following the termination of Executive’s employment with the Bank, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant or in any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of any customers or clients of the Bank at the time of termination of Executive’s employment with the Bank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank, the Company and affiliates thereof. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Bank, Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCC”"OTS"), the Federal Deposit Insurance Corporation (“"FDIC”"), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Company, the Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the her knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 of this Agreement), Executive agrees not to compete that Executive will not, in any manner whatsoever, during her employment with the Company and the Bank and for a period of one two (12) year years following such the termination of Executive's employment, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any area within a radius other relationship or capacity, with any person, firm, corporation or other business entity, either directly or indirectly, solicit or induce or aid in the solicitation or inducement of 25 miles from any offices employees of the Company or any of the Company’s affiliatesBank to leave their employment with the Company or the Bank. Executive further agrees that the Executive will not, in any manner whatsoever, during such Executive's employment with the Company or the Bank and for a period and within said areaof two (2) years following the termination of Executive's employment with the Company or the Bank, Executive shall not: (i) work for either as an individual or adviseas a partner, consult stockholder, director, officer, principal, employee, agent, consultant or otherwise serve within any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of any entity whose business materially competes with the depository, lending customers or other business activities clients of the Company or any the Bank at the time of its affiliates; (ii) solicit, offer the termination of Executive's employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of with the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the CompanyBank. (e) The parties hereto, recognizing that irreparable injury will result to the Company, its business and property in the event of Executive’s breach of this Section 10, agree that in the event of any such breach by Executive, the Company will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent injunction to restrain the violation hereof by Executive. Executive represents and admits that 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 Company, 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 Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) ), (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to termination. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Bank or affiliates thereof. Nothing herein will be construed as prohibiting the Company Bank from pursuing any other remedies available to the Company Bank for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 of this Agreement), Executive agrees not to compete with the Company Bank for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices of the Company Bank or any of the CompanyBank’s affiliates. Executive agrees that during such period and within said area, Executive shall not: (i) 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 Company Bank or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company Bank or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company Bank or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company Bank has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company Bank to terminate an existing business or commercial relationship with the CompanyBank. (e) The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent injunction to restrain the violation hereof by Executive. Executive represents and admits that 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 CompanyBank, 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 Company Bank from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCCOTS”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Company Bank or affiliates thereofany of its 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 Company Bank from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder for any reason other than (i) pursuant to which Executive is receiving compensation under Section 4(a)(i4(a)(iii); (ii) hereof pursuant to Section 6; or 4(a)(ii(iii) hereof, provided, however, this Section 10(d) shall not be applicable in any termination of Executive’s employment hereunder as a result of the event such termination occurs expiration of Executive’s employment term following a Change in Control (as defined in notice of non-renewal pursuant to Section 5 of this Agreement)2, Executive agrees not to compete in the banking and lending business with the Company Bank and any of its affiliates for a period of one (1) year following such termination in any area within a twenty (20) mile radius of 25 miles from any offices branch of the Company Bank, or any location in which the Bank has filed an application for regulatory approval to establish an office, determined as of the Company’s affiliateseffective date of such termination. Executive agrees that during such period and within said areacities and towns, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, 15(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Company Bank from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive. (e) Upon any termination of Executive’s employment hereunder for any reason other than (i) pursuant to Section 4(a)(iii); (ii) pursuant to Section 6; or (iii) any termination of Executive’s employment hereunder as a result of the expiration of Executive’s employment term following a notice of non-renewal pursuant to Section 2, Executive agrees that Executive will not, in any manner whatsoever, for a period of one (1) year following the termination of Executive’s employment with the Bank either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directory or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Bank to leave their employment with the Bank. Executive further agrees that the Executive will not, in any manner whatsoever, for a period of one (1) year following the termination of Executive’s employment with the Bank, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant or in any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of any customers or clients of the Bank at the time of termination of Executive’s employment with the Bank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank, the Company and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Bank, Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCC”"OTS"), the Federal Deposit Insurance Corporation (“"FDIC”"), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Company, the Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment hereunder for any reason other than (i) pursuant to which Executive is receiving compensation under Section 4(a)(i4(a)(iii); (ii) hereof pursuant to Section 6(b); or 4(a)(ii(iii) hereof, provided, however, this Section 10(d) shall not be applicable in any termination of Executive's employment hereunder as a result of the event such termination occurs expiration of Executive's employment term following a Change in Control (as defined in notice of non-renewal pursuant to Section 5 of this Agreement2(a), Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s 's breach of this Section 10, 15(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive. Executive further agrees that Executive will not, in any manner whatsoever, during his employment with the Company and the Bank and for a period of one (1) year following the termination of Executive's employment, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directly or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Company or the Bank to leave their employment with the Company or the Bank. Executive further agrees that the Executive will not, in any manner whatsoever, during Executive's employment with the Company or the Bank and for a period of one (1) year following the termination of Executive's employment with the Company or the Bank, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant or in any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of any customers or clients of the Company or the Bank at the time of the termination of Executive's employment with the Company or the Bank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firmfilm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to either the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System (together, the “OCCRegulator”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank, the Company, or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Bank and the Company will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of their affiliates, or from rendering any services to any person, firm, 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, l0(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) ), (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to termination. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Bank or affiliates thereof. Nothing herein will be construed as prohibiting the Company Bank from pursuing any other remedies available to the Company Bank for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 of this Agreement), ) Executive agrees not to compete with the Company Bank for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices of the Company Bank or any of the CompanyBank’s affiliates. Executive agrees that during such period and within said area, Executive shall not: (i) 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 Company Bank or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company Bank or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company Bank or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company Bank has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company Bank to terminate an existing business or commercial relationship with the CompanyBank. (e) The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent injunction to restrain the violation hereof by Executive. Executive represents and admits that 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 CompanyBank, 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 Company Bank from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may becomebecome a party; provided, a party at an hourly rate based upon his most recent Base Salary prior however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the 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 (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to either the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”), ) or the Board of Governors of the Federal Reserve System (together, the “Federal ReserveRegulator”) ). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or other bank regulatory agency with jurisdiction over ideas which are not solely and exclusively derived from the Company business plans and activities of the Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or Executive)which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Bank and the Company will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the her knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of their affiliates, or from rendering any services to any person, firm, 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCCOTS”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Company Bank or affiliates thereofany of its 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 Company Bank from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder for any reason other than (i) pursuant to which Executive is receiving compensation under Section 4(a)(i4(a)(iii); (ii) hereof pursuant to Section 6; or 4(a)(ii(iii) hereof, provided, however, this Section 10(d) shall not be applicable in any termination of Executive’s employment hereunder as a result of the event such termination occurs expiration of Executive’s employment term following a Change in Control (as defined in notice of non-renewal pursuant to Section 5 of this Agreement)2, Executive agrees not to compete with the Company that Executive will not, in any manner whatsoever, for a period of one (1) year following such the termination of Executive’s employment with the Bank either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any area within a radius other relationship or capacity, with any person, firm, corporation or other business entity, either directory or indirectly, solicit or induce or aid in the solicitation or inducement of 25 miles from any offices employees of the Company or any of Bank to leave their employment with the Company’s affiliatesBank. Executive further agrees that during such the Executive will not, in any manner whatsoever, for a period and within said areaof one (1) year following the termination of Executive’s employment with the Bank, Executive shall not: (i) work for either as an individual or adviseas a partner, consult stockholder, director, officer, principal, employee, agent, consultant or otherwise serve within any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with solicit the business of the Company any customers or any affiliate that has headquarters or offices within 25 miles clients of the locations in which Bank at the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect time of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) The parties hereto, recognizing that irreparable injury will result to the Company, its business and property in the event termination of Executive’s breach of this Section 10, agree that in employment with the event of any such breach by Executive, the Company will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent injunction to restrain the violation hereof by Executive. Executive represents and admits that 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 Company, 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 Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from ExecutiveBank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between Executive and the Bank or any of its subsidiaries or affiliates. (cd) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank, the Company and affiliates thereof. Executive will not, during or after the term of his her employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Bank, Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”)OTS, the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Company, the Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the her knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 of this Agreement), Executive agrees not to compete with the Company for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices of the Company or any of the Company’s affiliates. Executive agrees that during such period and within said area, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) The parties hereto, recognizing that irreparable injury will result to the Company, its business and property in the event of Executive’s breach of this Section 10, agree that in the event of any such breach by Executive, the Company will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent injunction to restrain the violation hereof by Executive. Executive represents and admits that 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 Company, 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 Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , (d) and (e) of this Section 10Section. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank, the Company and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Bank, Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Company, the Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 10Section, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon In addition to, and not in lieu of, the non-compete provisions set forth in the Second Amendment to the prior employment agreement (which provisions are summarized in Section 6 above), upon any termination of Executive’s employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 of this Agreement)hereunder for any reason, Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive. Executive further agrees that Executive will not, in any manner whatsoever, during his employment with the Company and the Bank and for a period of one year following the termination of Executive’s employment, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directly or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Company or the Bank to leave their employment with the Company or the Bank. Executive further agrees that Executive will not, in any manner whatsoever, during Executive’s employment with the Company or the Bank and for a period of one year following the termination of Executive’s employment with the Company or the Bank, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant or in any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of any customers or clients of the Company or the Bank at the time of the termination of Executive’s employment with the Company or the Bank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to terminationparty. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Employers and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCCOTS”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Company Employers will be entitled to a temporary restraining order, preliminary injunction and permanent injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Employers or affiliates thereof, or from rendering any services to any person, firm, 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 Company Employers from pursuing any other remedies available to the Company Employers for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 of this Agreement)employment, Executive agrees not to compete with the Company Employers for a period of one (1) year following such termination in any city, town or county in an area within a radius of 25 miles from any offices of defined by the Company or any of the Company’s affiliatesBanks lending area. Executive agrees that during such period and within said area, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to an a temporary restraining order, preliminary injunction and permanent injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Company Bank from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) ), (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to terminationparty. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCC”"OTS"), the Federal Deposit Insurance Corporation (“"FDIC”"), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Bank or affiliates thereof, or from rendering any services to any person, firm, 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 Company Bank from pursuing any other remedies available to the Company Bank for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 of this Agreement), ) Executive agrees not to compete with the Company Bank for a period of one two (12) year years following such termination in any area within a radius of 25 miles from any offices of the Company Bank or any of the Company’s Bank's affiliates. Executive agrees that during such period and within said area, Executive shall not: (i) 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 Company Bank or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company Bank or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company Bank or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company Bank has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company Bank to terminate an existing business or commercial relationship with the CompanyBank. (e) The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s 's breach of this Section 10, 10 agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to an a temporary restraining order, preliminary injunction and permanent injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Company Bank from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCC”"OTS"), the Federal Deposit Insurance Corporation (“"FDIC”"), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank, the Company, or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Bank and the Company will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of their affiliates, or from rendering any services to any person, firm, 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s 's breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to terminationparty. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Bank and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Bank or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCC”"OTS"), the Federal Deposit Insurance Corporation (“"FDIC”"), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Bank or affiliates thereof, or from rendering any services to any person, firm, 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 Company Bank from pursuing any other remedies available to the Company Bank for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 of this Agreement), Executive agrees not to compete with the Company Bank for a period of one two (12) year years following such termination in any area within a radius of 25 miles from any offices of the Company Bank or any of the Company’s Bank's affiliates. Executive agrees that during such period and within said area, Executive shall not: (i) 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 Company Bank or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company Bank or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company Bank or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company Bank has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company Bank to terminate an existing business or commercial relationship with the CompanyBank. (e) The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s 's breach of this Section 10, 10 agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to an a temporary restraining order, preliminary injunction and permanent injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Company Bank from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Employers and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCCOTS”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Employers or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Bank and the Company will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of their affiliates, or from rendering any services to any person, firm, 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) For a period for five (5) years after termination of this Agreement, Executive shall, upon reasonable notice, furnish such information and assistance to the Company Association as may reasonably be required by the Company Association in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to terminationparty. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Association and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyAssociation. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Association or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCCOTS”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Association or Executive). 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 Association, and Executive may disclose any information regarding the Association which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Company Association will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Association or affiliates thereof, or from rendering any services to any person, firm, 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 Company Association from pursuing any other remedies available to the Company Association for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Company Association for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Association has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Association. The parties hereto, recognizing that irreparable injury will result to the CompanyAssociation, its business and property in the event of Executive’s breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company Association will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyAssociation, 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 Company Association from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , (d) and (e) the provisions of this Section 10Section. (b) The Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that the Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) The Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank, the Company and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Bank, Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Company, the Bank or the Executive). 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 Bank, and the Executive may disclose any information regarding the Bank which is otherwise publicly available or which the Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by the Executive of the provisions of this Section 10Section, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining the Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from the Executive. (d) Upon (i) The restrictions in Sections 14(d)(i), (ii) and (iii) generally apply upon any termination of the Executive’s employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereofhereunder for any reason, provided, however, this Section 10(d) except that such restrictions shall not be applicable apply following an Event of Termination described in the event such termination occurs following Section 4(a)(iii) (i.e., within 24 months after a Change in Control (as defined in Section 5 of this AgreementControl, an involuntary termination without Cause or a voluntary resignation for Good Reason), . The Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. The Executive agrees that during such period and within said areacities, towns and counties, the Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of the Executive’s breach of this Section 10, 14(d) agree that in the event of any such breach by the Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by the Executive, the Executive’s partners, agents, servants, employers, employees and all persons acting for or with the Executive. The Executive represents and admits that the Executive’s experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines and/or of a different nature than the CompanyBank, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from the Executive. (ii) The Executive further agrees that the Executive will not, in any manner whatsoever, during his employment with the Company and the Bank and for a period of one year following the termination of the Executive’s employment, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directly or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Company or the Bank to leave their employment with the Company or the Bank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Association as may reasonably be required by the Company Association in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to terminationparty. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Employers and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”)Thrift Supervision, the Federal Deposit Insurance Corporation (“FDIC”)Corporation, the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Association or Executive). 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 Association, and Executive may disclose any information regarding the Association which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by the Executive of the provisions of this Section 10, the Company Employers will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Employers or affiliates thereof, or from rendering any services to any person, firm, 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 Company Employers from pursuing any other remedies available to the Company Employers for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Company Employers for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Association has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Association. The parties hereto, recognizing that irreparable injury will result to the CompanyAssociation, its business and property in the event of Executive’s 's breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company Association will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyAssociation, 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 Company Association from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to terminationparty. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Employers and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office New Jersey Department of the Comptroller of the Currency (“OCC”)Banking and Insurance, the Federal Deposit Insurance Corporation (“FDIC”)Corporation, the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by the Executive of the provisions of this Section 10, the Company Employers will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Employers or affiliates thereof, or from rendering any services to any person, firm, 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 Company Employers from pursuing any other remedies available to the Company Employers for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Company Employers for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s 's breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank, the Company and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Bank, Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCC”"OTS"), the Federal Deposit Insurance Corporation (“"FDIC”"), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Company, the Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment hereunder for any reason other than (i) pursuant to which Executive is receiving compensation under Section 4(a)(i4(a)(iii); (ii) hereof pursuant to Section 6(a); or 4(a)(ii(iii) hereof, provided, however, this Section 10(d) shall not be applicable in any termination of Executive's employment hereunder as a result of the event such termination occurs expiration of Executive's employment term following a Change in Control (as defined in notice of non-renewal pursuant to Section 5 of this Agreement2(a), Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s 's breach of this Section 10, 15(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive. Executive further agrees that Executive will not, in any manner whatsoever, during his employment with the Company and the Bank and for a period of one (1) year following the termination of Executive's employment, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directly or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Company or the Bank to leave their employment with the Company or the Bank. Executive further agrees that the Executive will not, in any manner whatsoever, during Executive's employment with the Company or the Bank and for a period of one (1) year following the termination of Executive's employment with the Company or the Bank, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant or in any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of any customers or clients of the Company or the Bank at the time of the termination of Executive's employment with the Company or the Bank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Bank and the Company as may reasonably be required by the Bank or the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to terminationparty. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Employers and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office New Jersey Department of the Comptroller of the Currency (“OCC”)Banking and Insurance, the Federal Deposit Insurance Corporation (“FDIC”)Corporation, the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank or the Company which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by the Executive of the provisions of this Section 10, the Company Employers will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Employers or affiliates thereof, or from rendering any services to any person, firm, 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 Company Employers from pursuing any other remedies available to the Company Employers for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Company Employers for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank, the Company and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Bank, Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”)OTS, the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Company, the Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon Executive agrees that Executive will not, in any manner whatsoever, during his employment with the Company and the Bank and for a period of two (2) years following the termination of Executive’s employment, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directly or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Company or the Bank to leave their employment with the Company or the Bank. Executive further agrees that Executive will not, in any manner whatsoever, during Executive’s employment with the Company or the Bank and for a period of two (2) years following the termination of Executive’s employment pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 of this Agreement), Executive agrees not to compete with the Company for or the Bank, either as an individual or as a period of one (1) year following such termination partner, stockholder, director, officer, principal, employee, agent, consultant or in any area within a radius other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of 25 miles from any offices customers or clients of the Company or any the Bank at the time of the Companytermination of Executive’s affiliates. Executive agrees that during such period and within said area, Executive shall not: (i) work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes employment with the depository, lending or other business activities of the Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the CompanyBank. (e) The parties hereto, recognizing that irreparable injury will result to the Company, its business and property in the event of Executive’s breach of this Section 10, agree that in the event of any such breach by Executive, the Company will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent injunction to restrain the violation hereof by Executive. Executive represents and admits that 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 Company, 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 Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank, the Company and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Bank, Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”)OTS, the Federal Deposit Insurance Corporation (“"FDIC”"), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Company, the Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment hereunder for any reason other than (i) pursuant to which Executive is receiving compensation under Section 4(a)(i4(a)(iii); (ii) hereof pursuant to Section 6(a); or 4(a)(ii(iii) hereof, provided, however, this Section 10(d) shall not be applicable in any termination of Executive's employment hereunder as a result of the event such termination occurs expiration of Executive's employment term following a Change in Control (as defined in notice of non-renewal pursuant to Section 5 of this Agreement2(a), Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s 's breach of this Section 10, 15(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive. Executive further agrees that Executive will not, in any manner whatsoever, during his employment with the Company and the Bank and for a period of one (1) year following the termination of Executive's employment, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directly or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Company or the Bank to leave their employment with the Company or the Bank. Executive further agrees that the Executive will not, in any manner whatsoever, during Executive's employment with the Company or the Bank and for a period of one (1) year following the termination of Executive's employment with the Company or the Bank, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant or in any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of any customers or clients of the Company or the Bank at the time of the termination of Executive's employment with the Company or the Bank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph paragraphs (b), (c) , and (d) and (e) of this Section 1014. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank, the Company and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Bank, Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency (“OCC”)OTS, the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Company, the Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1014, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder for any reason other than (i) pursuant to which Executive is receiving compensation under Section 4(a)(i4(a)(iii); (ii) hereof pursuant to Section 6(b); or 4(a)(ii(iii) hereof, provided, however, this Section 10(d) shall not be applicable in any termination of Executive’s employment hereunder as a result of the event such termination occurs expiration of Executive’s employment term following a Change in Control (as defined in notice of non-renewal by the Bank, the Company, or any successor pursuant to Section 5 of this Agreement2(a), Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within Madison County, Illinois, except as agreed to pursuant to a radius of 25 miles from any offices of resolution duly adopted by the Company or any of the Company’s affiliatesBoard. Executive agrees that during such period and within said areaCounty, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, 14(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive. Executive further agrees that Executive will not, in any manner whatsoever, during his employment with the Company and the Bank and for a period of one (1) year following the termination of Executive’s employment, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directly or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Company or the Bank to leave their employment with the Company or the Bank. Executive further agrees that Executive will not, in any manner whatsoever, during Executive’s employment with the Company or the Bank and for a period of one (1) year following the termination of Executive’s employment with the Company or the Bank, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant or in any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of any customers or clients of the Company or the Bank at the time of the termination of Executive’s employment with the Company or the Bank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the 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 (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to either the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”), ) or the Board of Governors of the Federal Reserve System (together, the “Federal ReserveRegulator”) ). Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or other bank regulatory agency with jurisdiction over ideas which are not solely and exclusively derived from the Company business plans and activities of the Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or Executive)which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Bank and the Company will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the her knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of their affiliates, or from rendering any services to any person, firm, 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) For a period of five (5) years after termination of this Agreement, Executive shall, upon reasonable notice, furnish such information and assistance to the Company Association as may reasonably be required by the Company Association in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior to terminationparty. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Association and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyAssociation. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Association or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCCOTS”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Association or Executive). 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 Association, and Executive may disclose any information regarding the Association which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Company Association will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Company Association or affiliates thereof, or from rendering any services to any person, firm, 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 Company Association from pursuing any other remedies available to the Company Association for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Company Association for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Association has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Association. The parties hereto, recognizing that irreparable injury will result to the CompanyAssociation, its business and property in the event of Executive’s breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company Association will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyAssociation, 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 Company Association from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s 's compliance with paragraph (b), (c) , and (d) and (e) of this Section 1015. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Bank, the Company and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyBank, the Company and affiliates thereof. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Bank, Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCC”"OTS"), the Federal Deposit Insurance Corporation (“"FDIC”"), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Company, the Bank or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 1015, the Company Bank will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s 's employment hereunder for any reason other than (i) pursuant to which Executive is receiving compensation under Section 4(a)(i4(a)(iii); (ii) hereof pursuant to Section 6(a); or 4(a)(ii(iii) hereof, provided, however, this Section 10(d) shall not be applicable in any termination of Executive's employment hereunder as a result of the event such termination occurs expiration of the Executive's employment term following a Change in Control (as defined in notice of non-renewal pursuant to Section 5 of this Agreement2(a), Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s 's breach of this Section 10, 15(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive's partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive. Executive further agrees that Executive will not, in any manner whatsoever, during his employment with the Company and the Bank and for a period of one (1) year following the termination of Executive's employment, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant, or in any other relationship or capacity, with any person, firm, corporation or other business entity, either directly or indirectly, solicit or induce or aid in the solicitation or inducement of any employees of the Company or the Bank to leave their employment with the Company or the Bank. Executive further agrees that the Executive will not, in any manner whatsoever, during Executive's employment with the Company of the Bank and for a period of one (1) year following the termination of Executive's employment with the Company or the Bank, either as an individual or as a partner, stockholder, director, officer, principal, employee, agent, consultant or in any other relationship or capacity with any person, firm, corporation or other business entity, either directly or indirectly, solicit the business of any customers or clients of the Company or the Bank at the time of the termination of Executive's employment with the Company or the Bank.

NON-COMPETITION AND POST-TERMINATION OBLIGATIONS. (a) All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with paragraph (b), (c) , and (d) and (e) of this Section 10. (b) Executive shall, upon reasonable notice, furnish such information and assistance to the Company Bank as may reasonably be required by the Company Bank in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party at an hourly rate based upon his most recent Base Salary prior party; provided, however, that Executive shall not be required to terminationprovide information or assistance with respect to any litigation between the Executive and the Bank or any of its subsidiaries or affiliates. (c) Executive recognizes and acknowledges that the knowledge of the business activities and plans for business activities of the Company Employers and affiliates thereof, as it may exist from time to time, is a valuable, special and unique asset of the business of the CompanyEmployers. Executive will not, during or after the term of his employment, disclose any knowledge of the past, present, planned or considered business activities (all of which is considered to be a trade secret) of the Company Employers or affiliates thereof to any person, firm, corporation, or other entity for any reason or purpose whatsoever (except for such disclosure as may be required to be provided to the Office of the Comptroller of the Currency Thrift Supervision (“OCCOTS”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) or other bank regulatory agency with jurisdiction over the Company Employers or Executive). 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 Bank, and Executive may disclose any information regarding the Bank which is otherwise publicly available or which Executive is otherwise legally required to disclose. In the event of a breach or threatened breach by Executive of the provisions of this Section 10, the Bank and the Company will be entitled to a temporary restraining order, preliminary injunction and permanent an injunction restraining Executive from disclosing, in whole or in part, the his knowledge of the past, present, planned or considered business activities of the Bank or the Company or affiliates thereofany of their affiliates, or from rendering any services to any person, firm, 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 Bank and the Company from pursuing any other remedies available to the Company them for such breach or threatened breach, including the recovery of damages from Executive. (d) Upon any termination of Executive’s employment hereunder pursuant to which Executive is receiving compensation under Section 4(a)(i) hereof or 4(a)(ii) hereof, provided, however, this Section 10(d) shall not be applicable in the event such termination occurs following a Change in Control (as defined in Section 5 4 of this Agreement), Executive agrees not to compete with the Bank and the Company and any of their subsidiaries for a period of one (1) year following such termination in any area within a radius of 25 miles from any offices city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, determined as of the Company or any effective date of such termination, except as agreed to pursuant to a resolution duly adopted by the Company’s affiliatesBoard. Executive agrees that during such period and within said areacities, towns and counties, Executive shall not: (i) 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 Company or any of its affiliates; (ii) solicit, offer employment to, or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any officer or employee of the Company or of any affiliate, to terminate his or her employment and accept employment or become affiliated with, or provide services for compensation in any capacity whatsoever to, any business whatsoever that competes with the business of the Company or any affiliate that has headquarters or offices within 25 miles of the locations in which the Company has business operations or has filed an application for regulatory approval to establish an office; or (iii) solicit, provide any information, advice or recommendation or take any other action intended (or that a reasonable person acting in like circumstances would expect) to have the effect of causing any customer of the Company to terminate an existing business or commercial relationship with the Company. (e) Bank. The parties hereto, recognizing that irreparable injury will result to the CompanyBank, its business and property in the event of Executive’s breach of this Section 10, 10(d) agree that in the event of any such breach by Executive, the Company Bank will be entitled, in addition to any other remedies and damages available, to a temporary restraining order, preliminary injunction and permanent an injunction to restrain the violation hereof by Executive, Executive’s partners, agents, servants, employers, employees and all persons acting for or with Executive. Executive represents and admits that 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 CompanyBank, 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 Bank and the Company from pursuing any other remedies available to it them for such breach or threatened breach, including the recovery of damages from Executive.