Common use of Non-Competition, Non-Solicitation and Non-Disclosure Clause in Contracts

Non-Competition, Non-Solicitation and Non-Disclosure. (a) For a period of one (1) year following Executive’s termination of employment for any reason other than death, Executive agrees to the application of, and to abide by, the non-competition and non-solicitation restrictions and covenants set forth in this Section 7(a). Notwithstanding the foregoing, no such non-competition and non-solicitation restrictions shall apply in the event of a termination of employment upon or following a “Change in Control” (as defined above in Section 3(b)(iv)) that occurs after the initial term of the change in control and severance agreement contemplated by Section 21. (i) Executive will not contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Company, the Bank, or any subsidiary of such entities) any person, firm, association or corporation (1) to which the Company, the Bank, or any subsidiary of such entities sold any product or service during the thirty-six (36) month period immediately prior to Executive’s termination of employment, or (2) which Executive was otherwise aware was a client of the Company, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly make any such contact, either for his own benefit or for the benefit of any other person, firm, association, or corporation. (ii) Executive hereby agrees that he shall not engage in providing professional services or enter into employment as an employee, director, consultant, representative, or similar relationship to any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, or insurance company) engaged in the business of offering retail customer and commercial deposit and/or loan products whereby Executive will have a work location within the “Geographic Territory”. For purposes of this Agreement, the term “Geographic Territory” means any location within twenty-five (25) miles of any retail branch offices of the Bank and any loan production offices or commercial lending offices of the Company, the Bank, or any subsidiary of such entities transacting business from such office directly with retail or commercial deposit and/or loan customers existing as of the date of such termination of employment, provided that the Geographic Territory shall not extend outside the State of New Jersey, unless or until, following the date hereof, the Company or the Bank has opened and is operating outside of the State of New Jersey any retail branch offices of the Bank and any loan production offices or commercial lending offices of the Company, the Bank, or any subsidiary of such entities transacting business from such office directly with retail or commercial deposit and/or loan customers, in which event the Geographic Territory shall include any location within twenty-five (25) miles of each such additional branch or office existing as of the date of such termination of employment. (iii) Executive hereby agrees that he shall not, on his own behalf or on behalf of others, employ, solicit, or induce, or attempt to employ, solicit or induce, any employee of the Company, the Bank, or any subsidiary of such entities, for employment with any enterprise, nor will the Executive directly or indirectly, on his behalf or for others, seek to influence any employee of the Company, the Bank, or any subsidiary of such entities to leave the employ of the Company, the Bank, or any subsidiary of such entities. The provisions of this Section 7(a) shall survive the expiration of this Agreement.

Non-Competition, Non-Solicitation and Non-Disclosure. (a) For The Employee, for a period of time beginning with the date of the Change in Control and ending on the earlier of (i) the third (3rd) anniversary of the Change in Control or (ii) one (1) year following Executivethe date the Employee’s termination employment with the Company is terminated for any reason (the “Non-Competition Period”), will not, without the prior written approval of the Company’s board of directors, directly or indirectly (i) own greater than a 5% equity interest in any class of stock of, or manage, operate, participate in, be employed by, perform consulting services for, or otherwise be connected in any manner with, any bank holding company or any depository institution located within a 50-mile radius of any office location of Vision as of the time immediately prior to the Change in Control, which is competitive with the business of the Company; (ii) solicit or induce any employee of the Company to terminate such employment or to become employees of any other person or entity; (iii) solicit any customer, supplier, contractual party of the Company or any other person with whom each of them has business relations to cease doing business with the Company; or (iv) in any way interfere with the relationship of the Company and any of their respective employees, customers, suppliers, contractual parties or any other person with whom each of them has business relations. (b) The Employee will not, during or after the term of his employment with the Company, (i) disclose any written confidential information of the Company to any person, firm, bank, association, or other entity not employed by or affiliated with the Company for any reason or purpose whatsoever except as in response to legal process, or (ii) use any written confidential information for any reason other than death, Executive to further the business of the Company. The Employee agrees to the application ofreturn any written confidential information, and all copies thereof, upon the termination of the Employee’s employment. Without regard to abide bywhether the foregoing matters will be deemed confidential, material, or important, the non-competition Company and non-solicitation restrictions the Employee stipulate that as between them, such matters are important, material, and confidential and affect the effective and successful conduct of the business of the Company and the Company’s goodwill, and that any breach of the terms of this paragraph shall be a material breach of this Agreement, entitling the Company to injunctive relief, suit for monetary damages or any other relief available to the Company. (c) The Employee agrees that each of the covenants set forth above in this Section 7(a)5(a) are reasonable with respect to its duration, geographical area and scope. Notwithstanding the foregoing, no such non-competition and non-solicitation restrictions shall apply in In the event of a termination breach by the Employee of employment upon or following a “Change in Control” (as defined above any covenant set forth in Section 3(b)(iv)5(a) that occurs after the initial term of the change in control and severance agreement contemplated by Section 21. (i) Executive will not contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Company, the Bank, or any subsidiary of such entities) any person, firm, association or corporation (1) to which the Company, the Bank, or any subsidiary of such entities sold any product or service during the thirty-six (36) month period immediately prior to Executive’s termination of employment, or (2) which Executive was otherwise aware was a client of the Company, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly make any such contact, either for his own benefit or for the benefit of any other person, firm, association, or corporation. (ii) Executive hereby agrees that he shall not engage in providing professional services or enter into employment as an employee, director, consultant, representative, or similar relationship to any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, or insurance company) engaged in the business of offering retail customer and commercial deposit and/or loan products whereby Executive will have a work location within the “Geographic Territory”. For purposes of this Agreement, the term “Geographic Territory” means any location within twenty-five (25) miles of any retail branch offices such covenant shall be extended by the period of the Bank and duration of such breach. In the event that, notwithstanding the foregoing, any loan production offices or commercial lending offices of the Companyprovisions of Section 5(a) shall be declared by a court of competent jurisdiction to be invalid or unenforceable, the Bank, remaining provisions thereof shall nevertheless continue to be valid and enforceable as though said invalid or unenforceable provisions had not been included therein. In the event that any subsidiary provision of Sections 5(a) shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such entities transacting business from such office directly with retail or commercial deposit and/or loan customers existing as of the date of such termination of employment, provided that the Geographic Territory shall not extend outside the State of New Jersey, unless or until, following the date hereofcourt deems reasonable and enforceable, the Company term, condition or aspect deemed reasonable and enforceable by the Bank has opened court shall be incorporated into the applicable section of this Agreement, shall replace the term, condition or aspect deemed by the court to be unreasonable and is operating outside of unenforceable, and shall remain enforceable to the State of New Jersey any retail branch offices of the Bank and any loan production offices or commercial lending offices of the Company, the Bank, or any subsidiary of such entities transacting business from such office directly with retail or commercial deposit and/or loan customers, in which event the Geographic Territory shall include any location within twenty-five (25) miles of each such additional branch or office existing as of the date of such termination of employmentfullest extent permitted by law. (iiid) Executive hereby agrees The Employee and the Company recognize and agree that he shall not, on his own behalf or on behalf of others, employ, solicit, or induce, or attempt to employ, solicit or induce, any employee the violation of the Companyprovisions of Sections 5(a) and (b) cannot be adequately or reasonably compensated in damages and that, in addition to any other relief to which the Bank, or any subsidiary Company may be entitled by reason of such entitiesviolation, for employment with any enterprise, nor will the Executive directly or indirectly, on his behalf or for others, seek it shall also be entitled to influence any employee of the Company, the Bank, or any subsidiary of such entities to leave the employ of the Company, the Bank, or any subsidiary of such entities. The provisions of this Section 7(apermanent and temporary injunctive and equitable relief. (e) Sections 5(a) through (d) shall survive the expiration termination of this Agreementthe Employee’s employment with the Company for any reason. (f) In consideration for the non-competition, non-solicitation and non-disclosure covenants set forth in Sections 5(a) and (b) respectively, the Company will, within three (3) business days of a Change in Control, pay to the Employee a lump sum cash payment equal to the Base Salary in effect immediately prior to the Change in Control.

Non-Competition, Non-Solicitation and Non-Disclosure. (a) For a period of one (1) year following the Date of Termination (unless such termination is due to Executive’s termination of employment for any reason other than 's death) (the "Restriction Period"), Executive agrees to the application of, and to abide by, the following non-competition and non-solicitation restrictions and covenants set forth in this Section 7(a8(a). Notwithstanding ; provided that, upon the foregoingoccurrence of an Event of Termination, no such non-competition the Restriction Period shall be the lesser of: (x) two years immediately following the Date of Termination, and non-solicitation restrictions shall apply in (y) the event of a termination of employment upon or following a “Change in Control” (as defined above in Section 3(b)(iv)) that occurs after the initial term duration of the change in control and severance agreement contemplated by Section 21.Severance Period. During the Restriction Period: (i) Executive will not contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Company, the Bank, Bank or any subsidiary of such entities) any person, firm, association or corporation (1) to which the Company, the Bank, or any subsidiary of such entities sold any product or service during the thirty36-six (36) month period immediately prior to Executive’s termination the Date of employmentTermination, or (2) which Executive was otherwise aware was a client of the Company, the Bank, Bank or any subsidiary of such entities at on the time Date of termination of employmentTermination. Executive will not not, directly or indirectly indirectly, make any such contact, either for his own benefit or for the benefit of any other person, firm, association, association or corporation. (ii) Executive hereby agrees that he shall not engage in providing professional services or enter into employment as an employee, director, consultant, representative, representative or similar relationship to any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, union or insurance company) engaged in the business of offering retail customer and commercial deposit and/or loan products whereby Executive will have a work location within the “"Geographic Territory”. ." For purposes of this Agreement, the term “"Geographic Territory” " means any location within twenty-five (25) 25 miles of any retail branch offices of the Bank and any loan production offices or commercial lending offices of the Company, the Bank, Bank or any subsidiary of such entities transacting business from such office directly with retail or commercial deposit and/or loan customers existing as of the date Date of such termination of employment, Termination; provided that the Geographic Territory shall not extend outside the State of New Jersey, unless or until, following the date hereof, the Company or the Bank has opened and is operating outside of the State of New Jersey any retail branch offices of the Bank and any loan production offices or commercial lending offices of the Company, the Bank, Bank or any subsidiary of such entities transacting business from such office directly with retail or commercial deposit and/or loan customers, in which event the Geographic Territory shall include any location within twenty-five (25) 25 miles of each such additional branch or office existing as of the date Date of such termination of employmentTermination. (iii) Executive hereby agrees that he shall not, on his own behalf or on behalf of others, employ, solicit, solicit or induce, or attempt to employ, solicit or induce, any employee of the Company, the Bank, Bank or any subsidiary of such entities, for employment with any enterprise, nor will the Executive directly or indirectly, on his behalf or for others, seek to influence any employee of the Company, the Bank, Bank or any subsidiary of such entities to leave the employ of the Company, the Bank, Bank or any subsidiary of such entities. The provisions of this Section 7(a) shall survive the expiration of this Agreement.

Non-Competition, Non-Solicitation and Non-Disclosure. (a) For Executive covenants and agrees that during the period of his employment and for a period of one (1) year following Executive’s termination of employment for any reason other than deaththereafter, Executive agrees to the application ofhe will not, directly or indirectly, and to abide bywhether as principal, the non-competition and non-solicitation restrictions and covenants set forth in this Section 7(a). Notwithstanding the foregoingagent, no such non-competition and non-solicitation restrictions shall apply in the event of a termination of employment upon or following a “Change in Control” (as defined above in Section 3(b)(iv)) that occurs after the initial term of the change in control and severance agreement contemplated by Section 21. (i) Executive will not contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Companyofficer, the Bankdirector, employee, consultant, or any subsidiary of such entities) any personotherwise, firm, alone or in association or corporation (1) to which the Company, the Bank, or any subsidiary of such entities sold any product or service during the thirty-six (36) month period immediately prior to Executive’s termination of employment, or (2) which Executive was otherwise aware was a client of the Company, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly make any such contact, either for his own benefit or for the benefit of with any other person, firm, associationcorporation or other business organization, be engaged in, concerned, take part in, render services to, own, share in the earnings of, or invest in the stock, bonds or other securities of any person, firm, corporation, or other business organization engaged in a business in the continental United States, which is the same, similar to or in competition with any of the business operations then or theretofore carried on by the Company or Solion (a "Similar Business") without the prior written consent of the Company; provided, however, that Executive may invest in stocks, bonds or other securities of any Similar Business (but without otherwise participating in the activities of such Similar Business) if (A) such stock, bonds or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; and (B) his investment does not exceed, in the case of any class of the capital stock of any one issuer, two (2%) percent of the issued and outstanding shares, or in the case of bonds or other securities, two (2%) of the aggregate principal amount thereof issued and outstanding. (iib) Executive hereby covenants and agrees that during the period of his employment and for a period of one (1) year thereafter, he will not, either in his individual capacity or as agent for another, directly or indirectly, interfere with the Company's or any of its subsidiaries' relationship with, or endeavor to entice away from the Company, any person who has been an officer, employee or agent of the Company at any time during the immediately preceding year or in any other manner persuade or attempt to persuade any such persons to discontinue their relationship with the Company or divert from the Company any business whatsoever, including, without limitation, by influencing or attempting to influence any client, customer or supplier of the Company to diminish or discontinue its business with the Company. (c) Executive shall at all times, both during and after the Agreement Term, hold in confidence for the benefit of the Company, and shall not engage in providing professional services use or enter into employment disclose or permit the use of or the disclosure to any third party, any and all trade secrets, information, knowledge and data not generally known to, or easily obtainable by, the public that he may have learned, discovered, developed, conceived, originated or prepared during or as a result of his relationship with the Company (whether as an employee, director, consultant, representative, a stockholder or similar relationship otherwise) or any predecessor-in-interest to any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, or insurance company) engaged in the business of offering retail customer and commercial deposit and/or loan products whereby Executive will have a work location within the “Geographic Territory”. For purposes of this Agreement, the term “Geographic Territory” means any location within twenty-five (25) miles of any retail branch offices of the Bank and any loan production offices or commercial lending offices of the Company's business or assets with respect to the operations, the Bankbusiness, affairs, products, technology or any subsidiary of such entities transacting business from such office directly with retail or commercial deposit and/or loan customers existing as of the date of such termination of employment, provided that the Geographic Territory shall not extend outside the State of New Jersey, unless or until, following the date hereof, the Company or the Bank has opened and is operating outside of the State of New Jersey any retail branch offices of the Bank and any loan production offices or commercial lending offices services of the Company, the Bank, or any subsidiary of such entities transacting business from such office directly with retail or commercial deposit and/or loan customers, in which event the Geographic Territory shall include any location within twenty-five (25) miles of each such additional branch or office existing as of the date of such termination of employment. (iiid) Executive hereby acknowledges and agrees that he shall not, on his own behalf or on behalf a breach by him of others, employ, solicit, or induce, or attempt to employ, solicit or induce, any employee of the Company, the Bank, or any subsidiary of such entities, for employment with any enterprise, nor will the Executive directly or indirectly, on his behalf or for others, seek to influence any employee of the Company, the Bank, or any subsidiary of such entities to leave the employ of the Company, the Bank, or any subsidiary of such entities. The provisions of this Section 7(a8 will cause irreparable harm and damage to the Company and that, in the event of such breach, the Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief to prevent the violation of the obligations of Executive hereunder, without the necessity of proving such irreparable harm or damage or the inadequacy of remedies at law and without the necessity of posting any bond. (e) shall survive the expiration Executive acknowledges and agrees that each provision of this AgreementSection 8 shall be treated as a separate and independent cause, and the unenforceability by any one clause shall in no way impair the enforceability of any of the other clauses herein. Furthermore, if one or more of the provisions contained in this Section 8 shall for any reason be held to be excessively broad as to geographical scope, duration, activity or otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, as the case may be, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.

Non-Competition, Non-Solicitation and Non-Disclosure. (a) For Xxxxxx covenants and agrees that, throughout the Employment Period and for a period of one twelve (112) year following Executive’s termination of employment for any reason other than deathmonths thereafter, Executive agrees to he will not, directly or indirectly, own, manage, operate or control, or participate in the application ownership, management, operation or control of, and to abide by, the non-competition and non-solicitation restrictions and covenants set forth in this Section 7(a). Notwithstanding the foregoing, no such non-competition and non-solicitation restrictions shall apply any business competing directly in the event United States of a termination of employment upon or following a “Change in Control” (as defined above in Section 3(b)(iv)) that occurs after America with the initial term of the change in control and severance agreement contemplated by Section 21. (i) Executive will not contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold business conducted by the Company, the Bank, Company or any subsidiary of the Company as such entities) any person, firm, association or corporation (1) to which the Company, the Bank, or any subsidiary of such entities sold any product or service business is conducted during the thirty-six (36) month period immediately prior to Executive’s termination of employmentEmployment Period; provided, or (2) which Executive was otherwise aware was a client however, that Xxxxxx may own not more than 5% of the Companyoutstanding securities of any class of any corporation engaged in any such business, if such securities are listed on a national securities exchange or market regularly traded in the BankOver the Counter market by a member of a national securities association. (b) Xxxxxx covenants and agrees that, or any subsidiary throughout the Employment Period and for a period of such entities at the time of termination of employment. Executive twelve (12) months thereafter, he will not directly or indirectly make solicit, entice or induce any such contact, either for his own benefit or for person who on the benefit date of any other person, firm, associationtermination of employment of Xxxxxx is, or corporation. (ii) Executive hereby agrees that he shall not engage in providing professional services within the last three months of Xxxxxx'x employment by the Company was, associated with or enter into employment as an employee, director, consultant, representativeemployed by the Company or any subsidiary of the Company to leave the employ of or terminate his association with the Company, or similar relationship to any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, or insurance company) engaged in the business of offering retail customer and commercial deposit and/or loan products whereby Executive will have a work location within the “Geographic Territory”. For purposes of this Agreement, the term “Geographic Territory” means any location within twentysubsid-five (25) miles of any retail branch offices of the Bank and any loan production offices or commercial lending offices iary of the Company, solicit the Bank, or employment of any subsidiary of such entities transacting business from such office directly with retail or commercial deposit and/or loan customers existing as of the date of such termination of employment, provided that the Geographic Territory shall not extend outside the State of New Jersey, unless or until, following the date hereof, the Company or the Bank has opened and is operating outside of the State of New Jersey any retail branch offices of the Bank and any loan production offices or commercial lending offices of the Company, the Bank, or any subsidiary of such entities transacting business from such office directly with retail or commercial deposit and/or loan customers, in which event the Geographic Territory shall include any location within twenty-five (25) miles of each such additional branch or office existing as of the date of such termination of employment. (iii) Executive hereby agrees that he shall not, person on his own behalf or on behalf of othersany other business enterprise. (c) Xxxxxx covenants and agrees that, employthroughout the Employment Period and at all times thereafter, solicithe will not use, or inducedisclose to any third party, trade secrets or attempt to employ, solicit or induce, any employee confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the BankCompany, its subsidiaries, affiliates, customers and clients or any subsidiary of such entities, for employment with any enterprise, nor will the Executive directly proprietary processes or indirectly, on his behalf or for others, seek to influence any employee procedures of the Company, the Bankits subsidiaries, affiliates, customers and clients. Proprietary processes and procedures shall include, but shall not be limited to, all information which is known or any subsidiary of such entities intended to leave the employ be known only by employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the BankCompany or its respective subsidiaries and affiliates which relates to business matters. (d) If any term of this paragraph 8 is found by any court having jurisdiction to be too broad, then and in that case, such term shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by said court as reason-able, and as so amended shall be fully enforceable. (e) In the event that Xxxxxx shall violate any subsidiary provision of this Agreement (including but not limited to the provisions of this paragraph 8), then Xxxxxx hereby consents to the granting of a temporary or permanent injunction against him by a court of competent jurisdiction prohibiting him from violating any provision of this Agreement. In any proceeding for an injunction and upon any motion for a temporary or permanent injunction, Xxxxxx agrees that his ability to answer in damages shall not be a bar or interposed as a defense to the granting of such entitiestemporary or permanent injunction against Xxxxxx. Xxxxxx further agrees that the Company will not have an adequate remedy at law in the event of any breach by Xxxxxx hereunder and that the Company will suffer irreparable damage and injury if Xxxxxx breaches any of the provisions of this Agreement. (f) The provisions of this Section 7(a) Paragraph 8 shall survive the expiration or termination of this Agreement.