Common use of Non-competition Payments Clause in Contracts

Non-competition Payments. Following Employee’s Retirement from his employment with Employer on the Retirement Date, Employer shall pay to Employee the sum of TWENTY-FIVE THOUSAND THREE and 38/100 Dollars ($25,003.38) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 of this Agreement.

Non-competition Payments. Following Employee’s Retirement from his employment with Employer on the Retirement DateEmployer, Employer shall pay to Employee the sum of SEVEN HUNDRED TWENTY-FIVE THOUSAND THREE NINE and 38/100 69/100 Dollars ($25,003.38729.69) per month, beginning six not later than two months and one week after Employee’s Retirement Retirement, for a period of ten (10) years following Employee’s Retirement or until Employee’s his death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 below (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity the counties in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s Retirement In the event Employee retires from his employment with Employer on the Retirement Date, Employer shall pay to Employee the sum of TWENTYSix Thousand Five Hundred Fifty-FIVE THOUSAND THREE Three and 38/100 13/100 Dollars ($25,003.386,553.13) per month, beginning six not later than two months and one week after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement Date or until Employee’s his death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 below (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s RetirementRetirement Date, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity the counties in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s RetirementRetirement Date, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following In the event Employee retires from employment on Employee’s Retirement from his employment with Employer on the Retirement Date, Employee shall be paid by Employer shall pay to Employee the sum of TWENTYFOUR THOUSAND SIXTY-FIVE THOUSAND THREE TWO and 38/100 50/100 Dollars ($25,003.384,062.50) per monthmonth (“Non-competition Payments”), beginning six not later than two (2) months and one week after Employee’s Retirement Date (except as provided in Paragraph 6 of this Agreement), for a period of ten (10) years following Employee’s Retirement Date or until Employee’s death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement agreements in this Paragraph 2 (Employee’s “Covenant Not To Compete”)4. Payments hereunder (“Non-competition Payments”) Payments hereunder shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those said payments. For and in consideration of said monthly Non-competition Payments to Employee, Employee agrees that he will not to become an officer or employee of, provide any consultation to, to nor participate in any manner with, with any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s RetirementRetirement Date, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee Employee’s agreement not to compete is limited to the geographic area consisting of each county or like jurisdictional entity in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s RetirementSouth Carolina, and shall exist for and during the term of all payments Non-competition Payments to be made under this Paragraph 24, whether made directly by Employer or as otherwise provided herein, and but shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than five percent (5% %) in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete agreements under this Paragraph 4 will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Competeagreements under this Paragraph 4, then Employee’s right to any of the payments becoming due under Paragraphs 1 3 and 2 or under Paragraph 3 4 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) beneficiary or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete agreements under this Paragraph 4 shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Payments are compensation for other than payments for Non-competitionEmployee’s agreements under this Paragraph 4, and that such payments shall be are subject to any and all applicable withholding, Social Security, employment, income and or other taxes or assessments, if any, under the applicable tax law, the then said payments shall be subject to the all such required withholdingswithholdings or other taxes or assessments. If Employee should die during the ten-said ten (10) year period during which Non-competition Payments are being made period, payments under this Paragraph 2 or under Paragraph 3 below, then those payments shall terminate and future terminate. Future payments, if any, shall be made to Employee’s designated beneficiary(ies) beneficiary or Employee’s estate Estate shall be made in accordance with the provisions of Paragraph 4 5 of this Agreement.

Non-competition Payments. Following Employee’s Retirement In the event Employee retires from his employment with Employer on the Retirement Date, Employer shall pay to Employee the sum of TWENTY-FIVE THOUSAND THREE Six Thousand Two Hundred Fifty and 38/100 00/100 Dollars ($25,003.386,250.00) per month, beginning six not later than two months and one week after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement or Dateor until Employee’s his death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 below (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s RetirementRetirement Date, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity the counties in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s RetirementRetirement Date, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s Retirement In the event Employee retires from his employment with Employer on the Retirement Date, Employer shall pay to Employee the sum of TWENTYFive Thousand Three Hundred Forty-FIVE THOUSAND THREE Three and 38/100 75/100 Dollars ($25,003.385,343.75) per month, beginning six not later than two months and one week after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement Date or until Employee’s his death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 below (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s RetirementRetirement Date, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity the counties in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s RetirementRetirement Date, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s Retirement from his employment with Employer on the Retirement Date, Employer shall pay to Employee the sum of TWENTYTWELVE THOUSAND ONE HUNDRED NINETY-FIVE THOUSAND THREE TWO and 38/100 86/100 Dollars ($25,003.3812,192.86) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s Retirement from his employment with Employer on or before the Retirement Date, Employer shall pay to Employee the sum of TWENTYNine Thousand Two Hundred Seventy-FIVE THOUSAND THREE Four and 38/100 56/100 Dollars ($25,003.389,274.56) per month, beginning six not later than two months and one week after Employee’s Retirement Retirement, for a period of ten (10) years following Employee’s Retirement or until Employee’s his death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 below (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity the counties in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s Retirement In the event Employee retires from his employment with Employer on the Retirement Date, Employer shall pay to Employee the sum of TWENTY-FIVE THOUSAND THREE Six Thousand Two Hundred Fifty and 38/100 00/100 Dollars ($25,003.386,250.00) per month, beginning six not later than two months and one week after Employee’s Retirement Date, for a period of ten (10) years following Employee’s Retirement Date or until Employee’s his death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 below (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s RetirementRetirement Date, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity the counties in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s RetirementRetirement Date, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s Retirement from his employment with Employer on the Retirement Date, Employer shall pay to Employee the sum of FIVE THOUSAND NINE HUNDRED TWENTY-FIVE THOUSAND THREE and 38/100 29/100 Dollars ($25,003.385,923.29) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 (Employee’s “Covenant Not To Compete”"). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s Retirement from his employment with Employer on the Retirement Date, Employer shall pay to Employee the sum of TWENTYTWENTY THOUSAND ONE HUNDRED FIFTY-FIVE THOUSAND THREE SEVEN and 38/100 75/100 Dollars ($25,003.3820,157.75) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s 's Retirement from his employment with Employer on the Retirement Date, Employer shall shall, subject to the terms and conditions of this Agreement, pay to Employee the sum of TWENTY-FIVE SIX THOUSAND THREE NINE HUNDRED THIRTY and 38/100 00/100 Dollars ($25,003.386,930.00) per month, beginning six months and one week after Employee’s 's Retirement for a period of ten (10) years following Employee’s 's Retirement or until Employee’s 's death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s 's agreement in this Paragraph 2 (Employee’s “'s "Covenant Not To Compete”"). Payments hereunder (“"Non-competition Payments”") shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s 's Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s 's business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s 's Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s 's Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s 's Covenant Not To Compete, then Employee shall reimburse Employer for any amounts paid to Employee under Paragraphs 1 and 2 of this Agreement and Employee’s 's right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s 's designated beneficiary(ies) or Employee’s 's estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s 's Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s 's designated beneficiary(ies) or Employee’s 's estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s Retirement from his employment with Employer on the Retirement Date, Employer shall pay to Employee the sum of EIGHT THOUSAND SIX HUNDRED TWENTY-FIVE THOUSAND THREE and 38/100 00/100 Dollars ($25,003.388,625.00) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s Retirement from his employment with Employer on the Retirement Date, Employer shall pay to Employee the sum of TWENTYTEN THOUSAND EIGHT HUNDRED SEVENTY-FIVE THOUSAND THREE and 38/100 Dollars ($25,003.3810,873.38) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 of this Agreement.Paragraph

Non-competition Payments. Following Employee’s 's Retirement from his employment with Employer on the Retirement Date, Employer shall shall, subject to the terms and conditions of this Agreement, pay to Employee the sum of TWENTYTEN THOUSAND EIGHTY-FIVE THOUSAND THREE SEVEN and 38/100 88/100 Dollars ($25,003.3810,087.88) per month, beginning six months and one week after Employee’s 's Retirement for a period of ten (10) years following Employee’s 's Retirement or until Employee’s 's death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s 's agreement in this Paragraph 2 (Employee’s “'s "Covenant Not To Compete”"). Payments hereunder (“"Non-competition Payments”") shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s 's Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s 's business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s 's Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s 's Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s 's Covenant Not To Compete, then Employee shall reimburse Employer for any amounts paid to Employee under Paragraphs 1 and 2 of this Agreement and Employee’s 's right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s 's designated beneficiary(ies) or Employee’s 's estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s 's Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s 's designated beneficiary(ies) or Employee’s 's estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s Retirement from his employment with Employer on the Retirement Date, Employer shall pay to Employee the sum of TWENTYTHREE THOUSAND NINE HUNDRED EIGHTY-FIVE THOUSAND THREE SIX and 38/100 91/100 Dollars ($25,003.383,986.91) per month, beginning six months and one week after Employee’s Retirement for a period of ten (10) years following Employee’s Retirement or until Employee’s death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.

Non-competition Payments. Following Employee’s Retirement from his employment with Employer on or before the Retirement Date, Employer shall pay to Employee the sum of TWENTYEight Thousand Six Hundred Twenty-FIVE THOUSAND THREE Three and 38/100 11/100 Dollars ($25,003.388,623.11) per month, beginning six not later than two months and one week after Employee’s Retirement Retirement, for a period of ten (10) years following Employee’s Retirement or until Employee’s his death, whichever first occurs. Such monthly payments shall be paid for and in consideration of Employee’s agreement in this Paragraph 2 below (Employee’s “Covenant Not To Compete”). Payments hereunder (“Non-competition Payments”) shall be payable each month without deductions and Employee agrees to be solely responsible for the payment of all income or other taxes or assessments, if any, applicable on those payments. For and in consideration of monthly Non-competition Payments to Employee, Employee agrees not to become an officer or employee of, provide any consultation to, nor participate in any manner with, any other entity of any type or description involved in any major element of business which Employer is performing at the time of Employee’s Retirement, nor will Employee perform or seek to perform any consultation or other type of work or service with any other firm, person or entity, directly or indirectly, in any such business which competes with Employer, whether done directly or indirectly, in ownership, consultation, employment or otherwise. Employee agrees not to reveal to outside sources, without the consent of Employer, any matters, the revealing of which could, in any manner, adversely affect or disclose Employer’s business or any part thereof, unless required by law to do so. This Covenant Not To Compete by Employee is limited to the geographic area consisting of each county or like jurisdictional entity the counties in which either Employer or any banking or investment entity owned directly or indirectly by the parent of Employer shall maintain a banking or other business office at the time of Employee’s Retirement, shall exist for and during the term of all payments to be made under this Paragraph 2, whether made directly by Employer or as otherwise provided herein, and shall not prevent Employee from purchasing or acquiring, as an investor only, a financial interest of less than 5% in a business or other entity which is in competition with Employer. Employee acknowledges that the remedy at law for breach of Employee’s Covenant Not To Compete will be inadequate and that Employer shall be entitled to injunctive relief as to any violation thereof; however, nothing herein shall be construed as prohibiting Employer from pursuing any other remedies available to it, in addition to injunctive relief, whether at law or in equity, including the recovery of damages. In the event Employee shall breach any condition of Employee’s Covenant Not To Compete, then Employee’s right to any of the payments becoming due under Paragraphs 1 and 2 or under Paragraph 3 of this Agreement after the date of such breach shall be forever forfeited and the right of Employee’s designated beneficiary(ies) or Employee’s estate to any payments under this Agreement shall likewise be forever forfeited. This forfeiture is in addition to and not in lieu of any of the above-described remedies of Employer and shall be in addition to any injunctive or other relief as described herein. Employee further acknowledges that any breach of Employee’s Covenant Not To Compete shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, if Employer determines that the Non-competition Payments are compensation for other than payments for Non-competition, and such payments shall be subject to any and all applicable withholding, Social Security, employment, income and other taxes or assessments, if any, under the applicable tax law, the said payments shall be subject to the required withholdings. If Employee should die during the ten-year period during which Non-competition Payments are being made under this Paragraph 2 or under Paragraph 3 below2, then those payments shall terminate and future payments, if any, shall be made to Employee’s designated beneficiary(ies) or Employee’s estate in accordance with the provisions of Paragraph 4 3 of this Agreement.